The Spider-Man
by Coza15
Summary: Peter Parker's teenage life is turned upside down in my version of a Spider-Man reboot. Using a high tech suit from a scientist at Oscorp, the Spider-Man is the ultimate crime-fighter, bringing his own reign of justice to the streets of Manhattan. Rated T for violence and darkish themes.
1. Chapter 1

The Spider-Man: Chapter One

**-Manhattan-**

The man panted heavily as he ran across the Midtown rooftops, his black jumpsuit rippled by the wind. He slipped through a small space, narrowly avoiding a searchlight from a police helicopter. He stopped, leaning against a wall and pulling off his ski mask.

_I'm getting too old for this._ Walter Hardy was nearly forty years old and he still hadn't hung up his jumpsuit, or better yet, burnt the damn thing.

All these high risk heists were starting to take their toll on the middle aged man. His formerly blond hair was greying prematurely and his once bright eyes were now dull and lifeless.

Living as a cat burglar was not the way Walter Hardy had envisioned his life. He always wanted to be the breadwinner; the office worker that worked nine to five and would come home every night to his wife and daughter.

His daughter…

Oh, God, his daughter…

He had been so inattentive to his daughter lately. Hell, he didn't even know what school she went to. When was her birthday? Tomorrow? Yesterday? Yeah, it was probably yesterday. That would explain the squealing, the jumping and the overall energy of his usually quiet sixteen – no – seventeen year old daughter.

Walter was brought out of his musings by a torch beam lighting up his face, temporarily blinding him.

"I've got him! He's here!"

Walter didn't need to see to know that it was a cop that had discovered him. He blindly felt along the wall, looking for an escape route. He found one and sprinted down it, the cop close behind.

"Halt!"

Walter ignored the order and the following whistle, still leaping the alleys between buildings. The police chopper had found him again and he was locked in their spotlight. The rooftops were becoming more and more further to jump. Walter came to a horrible conclusion. The next building was in the middle of a square, a great distance to leap. His only hope was that the roof he was jumping to was slightly lower than the one he was leaping from. If he could truly launch himself upwards and outwards, gravity would do the rest.

The ledge came closer and closer.

Five feet…

Three feet…

One foot…

Now!

Walter leapt, pushing upwards with his legs and windmilling his arms for momentum. The cop following him skidded to a halt, unable to follow.

"Holy crap!"

Walter felt the wind blow back his hair and he realised he had left his ski mask back on the rooftops behind him. Then his velocity slowly reached zero and he hung in mid-air for a moment before falling, falling…

Walter landed, sprawling on the rough granite roof of an apartment complex. He quickly scrambled behind a water tower and slumped, panting. The spotlight of the helicopter was still trained on him and he took a moment to give them the finger before taking off, leaping yet another gap to a section of scaffolding on an unfinished building. He slipped down through the levels, the spotlight on him the whole time. He dropped and landed on a long stretch of metal. At the edge a few hundred metres away, a length of rope tied to a steel girder looped over on it. As Walter passed the rope, he snatched the end in one hand and wrapped it around his wrist for a secure grip. As he reached the end of the floor, he vaulted the low safety railing and dropped. The rope quickly unravelled and snapped taut. Walter jerked, the rope causing him to swing through a gap in the scaffolding. He landed, skidding to a stop in front of at least six police, nightsticks and stun guns drawn.

The police helicopter hovered by the building, its spotlight never wavering.

"Surrender immediately!" the pilot said over a megaphone. "We have you surrounded. Come quietly or else."

Walter smiled. "I live for the _or else_."

He ran forward, immediately engaging two men, using one's stun gun to zap another, stealing a nightstick and clubbing men with it. He used their strengths against them, tripping men, slamming their faces into steel poles and throwing them into each other.

Once all the police officers were down, knocked unconscious by Walter's blows, he wiped his brow on his sleeve and turned to the helicopter.

"This is your last warning," the pilot shouted. As he spoke, a Gatling gun descended from the chopper, swivelling to focus on Walter. "Surrender now or we will open fire."

Walter ran.

He could hear the gun begin to spin, hear the rapid clicking and the sound of it powering up.

And he still ran.

The gun fired.

Bullets hit the ground in rapid succession, leaving a trail of bullet holes in the steel of the construction site. Walter picked up his pace, heading for the edge of the floor. He dove, arms spread wide in a Christ-like form. He disappeared over the rail and the helicopter pilot slammed his fist into the dashboard.

**-Midtown High-**

_The Cat Strikes Again!_

"Who makes up these nicknames?"

Lunchtime at Midtown High was more of a social occasion than any other. The school had a very strict no talking policy in the classrooms but didn't seem to do anything to stop the bullies bouncing their victims off every wall in the school. Peter Parker sat at his regular table in the cafeteria, _The Daily Bugle _open to the bold story that had caught his attention on the front page. Someone on the street had snapped a picture with his phone of a black shadow leaping over the street above him. The picture was unbelievably grainy but it was all the _Bugle_ could use.

"These newspaper guys read too many comics," Peter said as his best friend Harry Osborn sat beside him, sliding a polystyrene cup of coffee in front of Peter.

"No, _you_ read too many comics," Harry corrected, taking a long draught from his own cup of coffee. "These guys just know how to make a good headline."

"Fair point."

Peter and Harry were as opposite as two people could be while still being friends. Peter was the most physically unspectacular specimen in the world who spent more time blogging than jogging. His brown hair was unruly at the best of times and it fell over his brown eyes. Harry Osborn, on the other hand, was probably the most charismatic seventeen-year-old in the school. His father was the one and only Norman Osborn, founder and CEO of Oscorp Industries, one of the biggest tech and chemical firms in New York. His wavy jet black hair always got the girls swooning.

Being Peter's friend was actually the work of the school's most infamous bully, Flash Thompson. It was Harry's first day at Midtown High and the first thing he saw when he walked through the front door was a powerfully built teen wearing a football jersey stuffing another teen into a locker. Harry had immediately stepped in, earning a right hook to the jaw for his troubles. He was saved from a beating by a passing teacher and from that point on, Peter and Harry had been the best of friends.

And now, three years after meeting each other, here they sat, two seventeen year old best friends in the swirling cesspool of high school. Peter remembered hearing of high school when he was a kid, still in elementary school. He had interpreted it as a heaven, a facility of knowledge and safe from angry people that got a rush from stuffing someone's head down a toilet. All Peter could say to that now was…

What a load of crap.

But being at Midtown High did have its advantages, like the field trip to Oscorp that day. Peter had been so excited to take the permission slip home to his Aunt May and Uncle Ben, and they had been more than happy to sign it. Both encouraged Peter's love of science and would do anything to make him happy. He deserved it.

The reason Peter lived with his Aunt and Uncle was, simply put, no one knew where his parents were. They had left Peter at his father's brother's home and then left. They had said it was for "business", whatever that was.

All Peter could remember of their last moment together was his father kneeling in front of him, like he normally did for their 'man to man' talks.

"You need to stay with your Aunt and Uncle for a while," his father, Richard, had said. "You'll be safe here."

"Where are you going?" Peter had asked, full of childish curiosity.

"It's just something your Mom and I have to do," his father replied.

They had moved through to the foyer and it was Peter's mother, Mary, who had crouched in front of him next.

"I wanna go with you," Peter had said immediately.

Mary's response was to cup her son's cheek in her hand and sob. There was an unspoken moment between the two before Richard gently pulled Mary to her feet.

"Come on," he had said, "time to go."

Peter's parents left out the front door and dashed through the pouring rain and into a waiting car. Peter had watched them go.

**-Midtown High-**

"Pete!"

Peter jerked out of his stupor. Everyone was filing out of the cafeteria and heading in the direction of the main doors.

"The bus is leaving," said Harry, gesturing to the doorway.

"Right." Peter swept his untouched coffee cup into a bin along with the newspaper. He followed Harry out the door.

The ride to Oscorp was fairly uneventful. Harry was silent for the whole trip, and Peter knew why. The relationship between Harry and his father was strained to say the least. Norman wanted Harry to take up the mantle as CEO of Oscorp, but Harry wanted nothing to do with the company. He was happy to pass through Midtown High, having deliberately flunked out of every private school his father had ever sent him to. After Midtown, well, he guessed he'd make it up as he went.

Upon arrival at Oscorp, Peter and the rest of the student body gathered outside the main building.

"Where's Gwen?" Harry asked, looking around the throng of students. "You think she's going to grace us with her presence today?" he added sarcastically.

Gwen Stacy was the daughter of police captain George Stacy. Anyone who took one look at her would immediately assume she was in with the popular crowd. But anyone who got to know her would find a shocking truth. Gwen was smart. Really smart. She was nowhere near as smart as people like Tony Stark, but incredibly bright for someone her age. She and Peter had been friends since seventh grade, and when Harry came along, he was accepted into their little group with open arms. He had proven a valuable ally when it came to protecting Peter from Flash and his cronies.

"I don't know where she is," Peter replied, standing on his toes in an attempt to see over the rest of the students. "Last time we spoke, she said she was going to some convention with Captain Stacy, but that was a week ago."

"Hello, boys."

Harry turned around. "There she is."

Walking towards them was Gwen, her blonde shoulder length hair held back by a dark blue headband, accentuating her baby blue irises. Her book bag swung from her shoulder and Peter immediately fished his camera out of his own to snap a picture of Gwen.

Gwen was a model, taking any job she could and even appearing on magazine covers a few times. She was perfectly happy for Peter to come along to her photo shoots, sometimes even hiring him for any shots out in the city, instead of in front of a white cloth. She smiled and posed for the camera.

"Thought you weren't going to make it," Harry said as Peter's camera clicked.

"I slept in," Gwen replied, still posing. "Dad gave me a lift."

The school finally entered the building, picking up visitor passes as they went through the lobby.

The main room was set out like a market, stalls set up throughout the room displaying various projects currently in production. Peter took as many photos as he could, passing over four mechanical arms attached to a harness, something to do with genetics and lizards, performance enhancers and…

"Repulsion gauntlets!" a man in a white coat was calling out to anyone who would listen. Behind him in a glass case sat two white fingerless gloves. They were designed with a wide, electric blue strip over the fingers, probably were the repulsion originated.

"That's right, folks," the man continued, even though no one was looking at the gauntlets. They were all too busy with a live demonstration of the four mechanical arms, courtesy of Dr. Otto Octavius. Harry and Gwen were among the crowd. Peter didn't care for the arms; he had seen and read enough on the internet to know how the arms worked.

The four smart-arms were controlled by the wearer's brain through a neuro link. Nano wires fed directly into the cerebellum, allowing control over the arms. People had also wondered if the artificial intelligence in the arms was so advanced that it may affect the user. The good doctor had calmly and proudly told of an inhibitor chip he had invented that ensured he remained in control of the arms.

"How does it work?" Peter asked, addressing the man promoting the shock gauntlets.

The man immediately leapt at the opportunity to promote the gauntlets. "I'm glad you asked. The gloves contain vibro-shock units that, when activated by a pump-action thumb trigger, can project a concentrated blast of compressed air that vibrates at an intense frequency. This creates a series of rapid-succession high-pressure air blasts that result in a series of powerful impacts."

"Sounds impressive," Peter complimented. He raised his camera. "Can I get a picture?"

"Of course!" the man in the white coat stood beside the case, giving a double thumbs-up. Peter took the picture and turned back to Gwen and Harry.

Gwen was fascinated by Dr. Octavius' demonstration, while Harry was bored out of his mind.

"You know anything I don't already know?" Peter asked, standing beside Gwen.

"I don't think so," Gwen replied, "just that he can use the arms to execute experiments in an environment no human hand could enter. Their impervious to heat and magnetism, and…"

"I know all this, Gwen."

"Sorry."

Gwen was always easily excited by science and technology working together. It was her passion. She loved it. Sometimes she would stay behind after school just to work in the shop classes, taking things apart to see how they worked.

Everyone's attention was caught by a man stepping onto a balcony overlooking the room. He wore a simple yet stylish three piece suit, white shirt and red tie. He leaned on the railing and spoke to the room at large.

"Guests of Oscorp," he said, "I am Norman Osborn, CEO of this fine corporation."

There was a smattering of applause.

"Thank you," Norman said, politely raising his hand for silence, "first I must offer an apology. To those eagle eyed visitors down there, you may have already noticed that we are missing an item."

Peter glanced around and spotted a mannequin, completely bare. It looked like some sort of suit was meant to be on display, but it wasn't.

"I'm afraid the exo-suit will not be displayed due to technical difficulties," Norman continued, wiping his forehead with a handkerchief, "but, please, feel free to browse our other projects on display. Good day." Then he left through a set of automatic doors. A murmur ran through the crowd.

"Did Osborn seem a little… off to you?" asked Gwen.

"Who cares?" Peter replied. "I want to know what that exo-suit could do."

"Dad told me a little bit about it," Harry said, stepping into the conversation. "He couldn't resist showing off. He said something about it being for the military. Some sort of agility enhancer. I don't know. I never pay attention when Dad talks about work."

Gwen was still staring at the doors Norman had disappeared through. "Did Norman seem off to you?" she asked again.

Peter thought back. Had he been imagining it, or had Norman been shaking slightly? Even sweating a little?

"Can we not talk about Dad?" Harry asked, breaking Peter's train of thought. "Like, ever?"

"Sure, Harry," Gwen said. "Let's look over here." And she led him towards a tank full of reptiles, looking over her shoulder at Peter as if to say 'Let me sort this out'.

Peter continued to walk amongst the crowd, taking pictures and soaking up the science around him. As he passed a cage full of lizards, he heard Gwen talking to the scientist in charge of that project.

"They can grow any limb?"

"Yes, Miss. Whether it's arm, leg or tail, if it's lost, the reptile will just grow it back later."

"An interesting feature."

Peter sidestepped a stand holding what looked like mechanical wings when he felt someone collide with him. He fell to the floor, managing to twist his body to land on his back, protecting his camera. Papers and a suitcase fell around him, the suitcase making a loud thud on impact with the floor.

"Oh, God, I'm sorry," Peter said, sitting on his knees to gather the fallen papers. Before he could collect them all, he found the suitcase shoved into his hands, knocking the papers back to the floor. Peter immediately tried to push it back.

"Wait, this isn't mine…"

"You need to take this…"

"I don't…"

"Get rid of it…"

"Understand, what's…"

"Hide it, burn it…"

"Going on? Tell me…"

"Kid."

Peter stopped talking, finally looking up. The man that had run into him looked like a scientist. He wore glasses over grey eyes and had dark, cropped hair. Peter was pulled to his feet.

"Listen to me," the unnamed man said, handing over the suitcase, "and I mean listen, because I will not say this twice."

He spoke like a man in a hurry, but he was struggling to slow himself down so Peter could understand him.

"I need you to take this case – take it home – and get rid of it. You can hide it, burn it, drop it in the river for all I care, just make sure no one sees this case again."

"Wait, what's in it?"

"I can't tell you. Just, please, please, get rid of it."

The two stared at each other for what felt like forever. Then, quietly, Peter said "OK."

"Good. Now, forget this conversation ever happened."

"Sure."

He left, leaving Peter surrounded by technology and science. Peter tilted the suitcase in his hands, looking at a plaque with a name engraved into it.

Alistair Smythe.


	2. Chapter 2

The Spider-Man Chapter Two

**-Forest Hills, Queens-**

Peter couldn't remember a more eventful day. He barely paid attention for the rest of the field trip. He vaguely remembered ignoring Gwen and Harry's attempts at conversation on the bus ride home and he knew they would be mad at him tomorrow.

He had slipped the suitcase into his oversized book bag and he could feel it bumping against his leg as he walked down his street. Halfway down his driveway, he became aware of eyes on him. He glanced left, towards the Watson residence. A small moving van was parked on the lawn and bright green eyes stared at him from the second floor window. Peter stared back and the eyes quickly disappeared.

Peter shrugged off the sight and slipped into his house.

"I'm home!" he called, shifting his book bag slightly.

Peter's Aunt May was the first to appear, coming down the stairs to greet him. Her rapidly greying hair was cropped and her smile always made Peter feel better. "Hello, dear," she said. "Did you see the van?"

"Yeah," Peter answered, "is Mrs. Watson moving out?"

"No, dear God, no," Aunt May replied, blaspheming for the third time in her life. "No, someone is moving in with her. Her niece, Mary Jane."

"OK." Peter's hand was unconsciously fiddling with the clasp of his book bag, eager to rip it open and see what was in the suitcase.

"You'd like her, you know. She's about your age."

"That's great."

"Yes, she has a wonderful personality."

Peter shuddered involuntarily.

"Are you OK, Peter?" Aunt May asked, "You seem distracted."

"I'm just… tired, that's all. Big day."

"Oh, OK. Are you sure you don't want anything to eat?"

"No. No, I'm fine, Aunt May. I'm just going to rest, if that's OK."

Aunt May looked troubled by this statement. This wasn't the Peter she knew. Peter was never exhausted, Peter never sought isolation. But she respected his wishes. "If you're sure."

"Thanks."

Peter had just reached the foot of the stairs when he heard the front door swing open.

"Hey, kiddo! How was the field trip?"

Peter felt like screaming. Why couldn't he just be left alone? He turned back to his Uncle Ben. He was a thin man, much like Peter, with wiry grey hair and sparkling eyes that clearly showed his wisdom. "Uh, yeah, it was good."

"Just good?"

"Great. It was great."

Aunt May could see that Peter was longing for solitude and placed a hand on her husband's shoulder. "Ben, Peter's exhausted. It's been a long day for him and he really needs some rest."

"Right, right." Uncle Ben addressed Peter again, "Hey, did May tell you about Mary Jane…"

"Yeah, yep, got to go, bye!" Peter was already halfway up the stairs and finally made it to his room. He leant against his closed door and slid down it to the floor. He gripped his hair in his hands for a moment before remembering why he had gone to his room in the first place.

Peter pulled the suitcase out of his book bag, laying it on his bedroom floor. His fingers shook as he flipped opened the clasps and readied himself for whatever was inside. It could be anything. Guns, drugs, probably drugs. Who had given him the case again? What was his name? Alistair? Yeah, but only because the case said so. It probably wasn't Alistair who gave it to him. The case could have been stolen. Maybe Alistair's severed head was inside…

Peter shook himself to bring his mind out of the fantasy world and, taking a deep breath, lifted the lid.

What was inside intrigued Peter greatly. A folded black square sat in the middle of the case, with compartments holding what looked like a pair of gloves.

Peter lifted the square out of the case and unfolded it in his hands. It looked like a bodysuit, but the fabric seemed too thick for a normal bodysuit. Something compelled Peter to put it on. He quickly changed into the suit, fitting it perfectly. The gloves came next, and Peter found that the ends of the gloves could be fastened to the sleeves, which ended halfway down his forearms, preventing them from being ripped off. Peter looked back at the case and found a mask, hidden under where the main suit had been.

The mask slipped over his head like a skater on ice and Peter fastened it to the neck of the bodysuit. Every square inch of his skin was covered and Peter was pleased to discover it was easy to breathe and see. This wasn't so bad. It's just a suit. Nothing wrong…

Pain!

Unbelievable pain!

Peter's back arched into a backwards C, his mouth open in a silent scream and hands on either side of his head. It felt like needles, thousands of tiny needles sinking into his skin simultaneously.

Every nerve was on fire as Peter fell to his knees, still screaming that silent scream. Pain beyond description, beyond imagination.

Then it was gone.

Peter fell onto his side, curling in on himself. What felt like an hour was only a second. A second filled with the most horrendous, the most gut-wrenching pain Peter had ever experienced in his life.

He gulped for air like a fish out of water until he was able to push himself into a sitting position. The suit had to go. He could see why Alistair wanted it gone. Anything that caused that much pain had to be destroyed.

But the suit wouldn't come off.

Peter dug his fingers into the seams where the mask met the neck and pulled with all his might, which wasn't much. Nothing. The suit stuck to his skin like some sort of exoskeleton.

Wait.

Exoskeleton. Exo suit.

Peter was wearing Oscorp's exo-suit!

Peter realized that the only way to get the suit off was to go to the person who knew the most about it. And at the moment, that person seemed to be Alistair Smythe.

**-Later-**

Peter covered the suit as best he could, wearing a hoodie with the hood pulled low to cover his face. Aunt May and Uncle Ben weren't in the house when he went downstairs, but when he reached the front lawn, he spotted them, sitting on Mrs. Watsons front porch drinking lemonade. They didn't notice Peter slip down the alleyway between their houses.

Peter broke into a jog. He would just catch a bus into the city, get to Oscorp and then…

Crap, what then? He couldn't just walk into the building in a poorly covered bodysuit that would probably be recognized instantly. He needed a better plan.

A low chain link fence blocked Peter's path. Peter tried to jump it…

…and found himself flying through the air!

"Whoa, whoa, whoa!" Peter screamed, windmilling his arms. He was at least three feet above the height of the second story house next to him, and he could see into the street on the other side.

As Peter soared towards the hard ground face first, bracing for the pain, something unexpected happened.

Without Peter even thinking, his body somersaulted in mid-air, feet pointing toward the ground. As he landed, his legs bent under him and one of his palms hit the ground. He was now sitting on his haunches, completely unaffected by the two story drop. He stood up and inspected himself. He wasn't in any pain at all.

Something Harry had said about the exo-suit floated to the forefront of Peter's mind.

"Some sort of agility enhancer."

That would explain Peter jumping two stories into the air. What else could the suit do?

No, no, he wasn't going to indulge in the suit. He needed it off, and fast.

But maybe he could enjoy what he knew the suit had to offer?

A few test jumps later, Peter knew enough. He could leap the width of a highway, and just as high. It was easy enough to reach the Queensborough Bridge and from there, Peter found that the suit enhanced his balance, allowing him to run across the metal girders of the bridge without a problem. Then he leapt from rooftop to rooftop all the way to Oscorp.

Landing on a ledge across the street from Oscorp, Peter tried to think of a way to get into the facility. Through the roof? No, it was too tall for Peter to jump, even with the suit's capabilities.

Agility enhancer…

Peter had heard of Parkour, had even seen people practicing it in the city. If the suit could make Peter extremely agile, maybe he could be the best at Parkour.

There was a move Parkour practitioners used called the Wall Run, letting them run up walls a bit. If Peter could attempt it, coupled with the suit's agility, he could, theoretically, run straight up the walls of Oscorp. From there, a rooftop door would probably lead him into the building.

From the building he was on, Peter leapt to a second, this one right next to Oscorp. He took a run up, and then leapt up the building. The shoes of the suit had incredible grip on the glass walls and Peter felt like he was running on the ground instead of a wall.

The glass windows cracked under Peter's feet as he ran. He barely felt like he was exerting himself at all. It felt like the suit was doing all the work. Even so, Peter felt his speed dropping. Gravity was taking effect. Roughly halfway up the building, Peter's velocity reached zero and he practically froze, one foot still on the wall. Then, without thinking, he put his hands on the wall.

And stuck there.

With both hands and feet on the glass, Peter was sticking, literally sticking to the glass like some sort of spider.

Hesitantly, Peter shifted, moving his hands and feet. He started to crawl, crawl up the wall like an insect. As he got used to the new skill, he found himself scaling the building at a great rate. He was three quarters up the building when he glanced through the glass. Alistair Smythe was sitting at a desk with his back to the window. He was on the phone. Peter found that the glass opened and slipped into the room.

"No, Sir, the exo-suit is still undergoing improvements," Smythe was saying, oblivious to Peter's presence in the room. "I don't think it'll be ready until… well, I can't make promises… Yes, I'll – I'll do my best, Mr. Osborn." He hung up.

Peter chose that moment to drop from the ceiling, landing with a heavy thud. Smythe yelped in surprise, and then recognized the suit. "No…"

Peter gripped the scientist's coat. "Please… help me."

**-Smythe's Lab-**

"I thought I told you to get rid of it."

"You did, you did. I was just… curious, you know?"

"You're lucky it didn't kill you."

"I know, now please help me get it off!"

Once Alistair had overcome the shock of seeing Peter in the suit, he had led the teenager into an elevator, taking it down to the ground level and then further. Once they were three levels below ground, Peter was led into what looked like a training room/scientific lab. Blueprints for the suit were tacked to the walls, targets sat on stands at the end of the long room and various components littered a workbench.

"The suit was designed for leaders of military campaigns," Alistair explained, shifting through the mass of tools on the bench. "It enhances the agility greatly, and it can be used to scout otherwise unreachable areas."

"Yeah, I figured that much out for myself."

Peter looked at his hands, noticing little bumps along the undersides of his fingers.

"Adhesive nodules." Smythe had noticed. "Able to stick to any surface indefinitely. Only triggered by mental command."

Peter looked up. "When I put it on, I felt the suit adhere to my skin."

"Yes, the bonding process," Alistair described, "frankly, I'm surprised you survived. No one's worn the suit before. It's only a prototype. Ah, here we are."

Smythe returned with a small remote control with a red button in the center of it. He pressed it and Peter felt the suit loosen slightly. He reached up to his head and eagerly ripped the mask off his head.

"Now, you see? All better."

"Thank you Doc."

Peter was confused as to why he had been told to get rid of the suit. This was a technological marvel. It could make Oscorp famous. Well, more famous then it was already.

"Why get rid of the suit, Doc? This thing can revolutionize modern warfare."

Smythe looked up from blueprints he had been poring over. "I really shouldn't tell you…"

Peter stepped closer.

"I overhead Mr. Osborn talking with someone. Apparently, the suit was going to be stolen."

"Was it put under security?"

"That's the thing. From what I could tell, Mr. Osborn was orchestrating the theft."

Peter gaped. "Why would Norman Osborn want to steal from his own company?"

"I don't know. I could confront him, but…"

"He's a powerful man."

"Exactly."

Peter sighed, running a hand through his hair. "Someone needs to talk to him. Someone he doesn't know. Someone like…"

Peter caught sight of himself in a mirror. Standing in a skintight bodysuit with the mask in his hand he looked like…

"…a superhero."

Alistair stared at Peter. "What?"

"With this suit, I could be a superhero."

"Are you serious?" Smythe looked like he highly disagreed with the idea.

"Yeah! Think about it! I can crawl up walls and jump over buildings. If we paint the suit, add more gadgets…"

"The suit is still in the prototype phase."

"Then finish it!"

Alistair looked back at the workbench. "Well, I suppose…"

"Look," Peter reasoned, "We'll finish the suit, I'll interrogate Osborn about the idea of stealing the suit, then I'll give the suit back."

"Fine, fine," said Alistair, throwing his hands up. "I'll finish the suit and train you in its use, but nothing more. From there, you're on your own."

**-A Month Later-**

It took nearly a month, but Smythe finally finished the suit. In the meantime, Peter designed his super-identity. Working from the suit's ability to cling to walls, Peter based the concept around a spider. He painted the suit dark red and blue, with a black web pattern on the red parts. Red stripes ran down the outside of each leg, connecting to the boots. Lenses were added to the mask, made of yellow reflective material. A small black spider emblem adorned the chest and a larger red one sat on his back.

Smythe worked in the gadget department, adding a built in cell phone and police scanner to the mask, as well as a form of augmented reality. He also explained the precognition and combat systems.

"Motion sensors in the mask sense when the suit and, by extension, you, are in danger. The bonding process you experienced was a one-time thing. The suit knows who you are now. It won't work for anyone else. Whenever you're in immediate danger, the suit will fight for you, evade for you."

Peter tested it out at Oscorp. Smythe had rigged up an obstacle that simulated attacks. Spinning apparatus' normally used for martial arts training where brought in, fixed to spin rapidly and Peter ran at them.

The suit did everything Alistair said it would do. Peter found himself bending, twisting and flipping like an Olympic gymnast. He ducked under a swinging pole and felt his right fist clench and thrust forward. The wood splintered and the device fell, split almost in half by Peter's punch.

Next were the web-shooters.

Alistair had designed two wrist mounted devices that fired webbing. Webbing! How cool was that?

"Three times the tensile strength of steel, adjustable nozzles let you fire anything from a strand to an ultra-sticky paste and even web bullets."

Peter had slipped the web-shooters, which resembled watches, over his wrists. A small disk shaped trigger sat in his palm and Peter tapped it twice with his ring and middle fingers. A spurt of webbing shot from Peter's wrist at high velocity, narrowly missing Alistair's face and hitting the wall with a splat.

Alistair stared at Peter grimly. "Perhaps you should read the instructions first?"

**-Oscorp Roof-**

Peter was dressed in full Spider-Suit gear. Alistair stood a short distance away, writing something on a clipboard.

"Remember," Smythe called, "Down the block, turn around and come back. And be careful. I don't want to end up scraping your pancake of a corpse off Fifth Avenue."

"Gotcha, Doc."

"Remember, aim for solid walls. Windows and billboards will probably buckle under pressure."

"Right."

And with that, Peter dove off the roof of Oscorp.

Wind blew past the plummeting teen. The drop was exhilarating and Peter was already aiming his web-shooter, already hitting the trigger.

The webline snagged the corner of a nearby building and Peter felt it jerk his arm. His momentum carried him through the swing in a graceful arc. As he swung upward, he released his web, flipping backwards and diving towards the street.

Peter couldn't believe how natural the Suit made this transition from building to building. It felt so easy to twist, dive, spiral and swing again.

Peter heard the built in cell phone of his suit ring, and he tapped a button in the mask over his right ear, activating the call.

"Yeah?"

"OK, Parker, that's enough. Turn back."

"Cool." Peter ended the call and prepared to head back the way he came. As he passed under a crane arm hanging over the street, he fired a web at it and held on as he swung up and over. He released the line halfway through his loop and tumbled in mid-air, facing towards the Oscorp building and swinging again.

As Peter flung himself upwards, the police scanner in his left ear crackled.

"All available units, we have a ten-thirteen call. Hostage situation at Broker's Jewelers. I repeat: hostages at Broker's Jewelers."

Peter gripped a flagpole with one hand, spinning around it and finally perching on it. He raised a hand to his ear and spoke. "Doc?"

"Peter, why did you stop?"

"I just heard of a hostage situation at a jewelry store not far from here. I'm going to go check it out."

"No, Peter, don't…"

But Peter had already leapt off the flagpole and had started swinging again.

Time to be a hero…

**The idea for this story came to me when the first trailer of The Amazing Spider-Man was released. I immediately wanted to write my own reboot, but I knew I needed an idea that was unique. So I borrowed a few and mashed them together. Take the concept of Spider-Man; add the dark atmosphere of Batman and a skintight version of a spider-based Iron Man Armour and you get this. **

**Make sure you review the story and let me know what you think. What was your favourite part? What do you think of the tech suit approach? Any questions about the plot? Let me know in your reviews. **


	3. Chapter 3

The Spider-Man: Chapter Three

**-Broker's Jewelers-**

Peter landed – rather clumsily, he might add – on the building opposite the jewelers. At least five police cars were parked around the storefront, lights flashing with no sirens heard. Peter crouched on the ledge, engaging the augmented reality in his mask.

A gold circular reticule appeared in the middle of Peter's field of vision. His eyesight was matching that of a pair of binoculars. He was able to zoom in on the store and, switching to thermal vision, he was able to see through the walls and scope out the scene.

Eight figures in total could be seen in the jewelry store. Five were kneeling in the middle of the room and three were surrounding them, one armed with what looked like an assault rifle.

Peter knew that, if he could get into the store without being seen, he would have to stay that way. If any of the hostage takers saw him, they would almost certainly kill the hostages. He needed to be swift and silent.

A vent cover on the outside of the building led into a spacious ventilation shaft and the would-be superhero scuttled through it without a sound. When he reached the store, he slipped out of the vent and clung to the ceiling.

Taking out the thug with the gun was the key. Without him, the rest of the men wouldn't be a problem. Peter maneuvered himself directly above the gun wielding crook, and then dropped, feet first.

His feet knocked the thug's gun out of his grasp and to the floor. Peter landed in a crouch directly in front of the lowlife. He was in immediate danger and the suit took over.

The hero's elbow slammed into the side of the goon's face, knocking him down. The second thug saw Peter and they both charged at each other. As he ran, Peter webbed on of the man's feet to the ground, forcing him down onto one knee. He vaulted up and over the robber, twisting around and kicking him forward, felling him in one move.

Peter turned back to the final man, who was shocked to see two of his friends taken down by what looked like a kid in a leotard.

"You a cop?" he managed to ask.

"You seriously think I'm a cop?" Peter asked, "In a skintight red and blue suit?"

The crook made a break for the door, but Peter leapt in front of him.

"You know, diamonds are a _girl's _best friend."

The thug had had enough and drew a small flick knife from his pocket, engaging the blade.

"Oh, that'll work," Peter said sarcastically. "I just knocked out two guys in thirty seconds and you think a flick knife will stop me?"

The man with the knife ran forward, swinging wildly. Peter ducked under a swipe, sidestepped a second then threw an uppercut. The crook fell back, unconscious.

Peter untied the hostages and helped them to their feet. "Listen, you're safe now. There are plenty of cops outside, they'll help you." Peter spun a web at the ceiling, getting ready to leave.

"Wait!" a woman that wore a uniform, probably a cashier, gripped Peter's arm. "Who are you?"

Peter looked at the cashier. He normally would have said Peter Parker, but for some reason, his instinct was something different.

"I'm the Spider-Man."

And then he was gone.

**-Peter's House-**

Peter didn't go back to Oscorp. He went straight home, avoiding his aunt and uncle.

The next day was Friday and Peter was more than happy to go to school as if the events of Thursday afternoon never happened. But the morning newsreader didn't have the same mindset.

"A robbery at Broker's Jewelers was foiled by what witnesses described as a teenager in a red and blue suit. When questioned about his identity, the teenager said that his name was Spider-Man."

"The Spider-Man," Peter corrected under his breath, "_the_. Like the Batman. _The_ Spider-Man."

He turned off the television in his room and headed downstairs, backpack slung over his shoulder. When he reached the bottom of the stairs, he found Uncle Ben waiting for him.

"Peter, I need to talk to you about something."

"Can it wait, Uncle Ben? I'm late for the bus."

"Peter, Anna's niece is starting at your school next week and I'd like you to help her get started."

Ben stepped aside and revealed the girl with the piercing green eyes Peter had seen a month ago.

She had shoulder length red hair framing her pale face. She was smilingly shyly as she said in a quiet voice, "Hi."

"Peter," said his uncle, "This is Mary Jane Watson."

"Hey," said Peter, shaking Mary Jane's hand.

The introduction was quick. Peter still had a bus to catch. As he made his way down the front steps, he heard his uncle call to him.

"Peter, a word?"

Peter turned back to Uncle Ben. "Yeah?"

"Peter, you have an opportunity here. An opportunity to shape Mary Jane's future. This is a great responsibility that requires great power to see through. With great power comes great responsibility."

"You've been telling me the same thing for six years, Uncle Ben," said Peter. "I'm starting to think it's a catchphrase."

Just as Peter reached the bus stop, he spotted his bus rounding the corner, having already passed.

"Aw, crap. Seriously?!"

Peter knew that school started in half an hour and he would never be able to run to school in time.

Unless…

Peter looked down at the Spider-Suit he was wearing under his clothes. He smiled.

**-Midtown High-**

The Spider-Man landed on the roof of the gymnasium, scuttling across it to the skylight. Seeing that the gym was empty, he lowered himself down, hanging upside down on a webline.

Almost as soon as his feet touched the floor, right in the middle of the two basketball courts, Spidey heard footsteps approaching. Cursing, he slid under the bleachers set into the wall.

No sooner had he vanished, two people appeared, Flash and a girl he didn't know. She looked flustered, annoyed by him following her. They walked along the bleachers.

"Come on, just say yes."

"Thompson, I've already told you. The answer's no! I'm not interested."

Peter froze for a moment, halfway through the act of pulling his mask off. Then he continued, pulling his clothes from his bag.

"But I _am _interested, baby. Very interested." Flash moved to grab the girl's shoulder and she slapped his hand away.

"No!"

"You seem to think you have a say in the matter." Flash gripped on of the girl's wrists in a tight grasp, pulling her back.

"Hey!"

He wheeled around to see Parker, Puny Parker, standing defiantly a few meters away. "What do you want?" he asked

"I get the impression you're spoiling this young lady's day."

"Do you? Well, I think my fist's going to make an impression on your face."

He strode toward Peter and found the girl tugging on his arm. "Wait, Eugene, no…"

"Eugene?" Peter's eyebrows rose so high they nearly disappeared into his hair. "Your name's Eugene?" Then he laughed. He laughed so hard his ribs hurt. What a hoot!

Peter was laughing so hard he didn't notice Flash take a swing at him. With no mask to warn him of danger, Peter felt a fist collide with his cheek. His head whipped violently and he would later thank his lucky stars he hadn't been knocked out or worse.

After Peter hit the floor, Flash left. The girl he had been chasing dashed over to Peter. "Oh, my God, are you OK?"

Peter moaned, gripping the side of his face. "Did you get the license plate on that gorilla?"

She giggled. It was small and nearly unnoticeable, but Peter heard it.

"I am so, so sorry about him," she said, helping him to his feet.

"It's OK," Peter brushed himself off. "It's not the first time I've been used for a punching bag."

"Really? Oh, you must be so unlucky."

"I'm used to it. Really."

She sighed and brushed a strand of hair out of her eyes. "Well, OK, then."

An awkward silence hung in the air. Peter broke it with "I better get going if I want to get to class so…"

"Yeah."

Peter hitched his backpack higher on his shoulder and headed for the exit.

"What's your name?"

Peter turned back to the girl and looked at her, really looked at her, finally noticing her bright eyes and long, dark hair. "Peter."

She raised an eyebrow. "Peter…?" she prompted.

"Parker! Sorry, Parker."

She smiled. "Nice to meet you Peter Parker. I'm Felicia. Felicia Hardy."

Peter smiled.

**-Later-**

"Oh, my God! What's wrong with your face?"

"Nice to see you too, Harry," Peter replied, opening his locker and shoving his bag inside.

"Sorry, man," Harry scratched the back of his neck, embarrassed, "but have you seen your face lately?"

"You know, you don't have to rub in the fact that you're better looking than me."

"That's not what I…"

"Hey, guys." Gwen walked up to them. "What's going…" she shrieked as Peter turned to face her.

"Again with the face!" Peter exclaimed, spreading his arms.

Without a word, Gwen pulled a compact mirror out of her pocket and handed it to Peter. He flipped it open and looked at his reflection.

"Oh, jeez!"

There was a massive bruise already forming on Peter's cheek. Flash must have really hit him hard.

"What happened?" Gwen asked.

"Nothing," said Peter evasively.

"Let me rephrase the question," Gwen retorted. "What the hell happened?"

Peter sighed. "Eugene."

"Eugene?" Harry was confused. "I don't know a Eugene."

"Is he new?" Gwen wanted to know.

"No," Peter allowed himself a smile. "Eugene is Flash's real name."

Neither Gwen nor Harry laughed. If anything, they looked scared.

"Did I not tell the punch line right?" Peter quipped. "Flash Thompson's real name is Eugene."

Gwen and Harry looked terrified. It was then that Peter realized they were looking at a point behind him. He put two and two together. "He's right behind me, isn't he?"

"You're on your own, pal." With that, Harry and Gwen retreated.

Peter felt strong hands grip his shirt. Then he was almost bodily thrown against his own locker back first, with Flash pinning him there. With a little help from his Suit, Peter gripped Flash's varsity jacket and managed to turn the tables, pushing him across the hall and pinning _him_ to a row of lockers.

Gwen and Harry had stopped. Was Peter… fighting back?

Flash managed to get his foot between himself and Peter and kicked him across the hall like a football. Peter hit the lockers hard and felt Flash pin him with one arm across his throat.

"Flash, no!"

Felicia had appeared out of nowhere and grabbed Flash's free arm. Out of what seemed to be reflex, he knocked Felicia to the ground in a single movement.

The crowd that had inevitably gathered gasped. Flash had been known to knock a few guys around, but never a girl.

At the moment, Flash seemed out of control. He raised his hand as if to strike Felicia, letting go of Peter's neck. That was when Peter moved. Manually activating the Suit, he reached and grabbed Flash's wrist, stopping him. Flash felt resistance and looked back to see Peter wearing an expression that Peter had never worn before.

Rage.

Peter twisted Flash's arm up behind his back, turning the tyrant to face down the hall. He twisted and threw a backwards kick. Flash flew – literally flew – down the hall, landing on his stomach and skidding for at least three feet before stopping.

There were a few whoops and one "Holy crap!" and then the crowd applauded. Over the sounds of clapping, Peter could hear people shouting things like "Jesus, Parker's a freak" and "Where'd Parker get muscle?"

But this didn't matter to Peter. None of it did. Felicia was staring at Peter from the floor. She looked scared. He heard her whisper:

"What is wrong with you?"

And Peter found himself running, running and never looking back.

**-Manhattan-**

He couldn't go home. Not this early. His Aunt and Uncle would be suspicious immediately. And he couldn't go back to school either. He would be dragged by his ear to the principal and then he would be in trouble anyway.

Spider-Man was perched on an eagle, one of the stone eagles set around the top of the Chrysler building with his backpack draped over his back. It was close to two o'clock in the afternoon. Spider-Man had spent nearly five hours aimlessly swinging through the city, nearly emptying his web-shooters of web fluid. He would need to see Alistair for a refill.

Spider-Man dove off the eagle, firing off a webline and heading for Oscorp.

Alistair's office was empty. Spider-Man easily snuck through the building and dropped through the elevator shaft to Alistair's lab.

"Doc?" Spider-Man got no answer as he entered the lab. He found more web cartridges at the workbench and fitted them into his shooters, dropping the empty vessels onto the bench to be refilled later.

A rustle caught his attention. Something had bumped Alistair's desk. Spider-Man slowly walked around the desk. He was apprehensive, even though he was getting no sense of danger from anything.

"Oh, crap!"

It was Alistair, writhing on the floor. He looked like he had been beaten up and he was applying pressure to his side. Spider-Man helped him into a sitting position.

"God! Doc, what happened?"

Alistair didn't seem to be capable of speaking. He gasped in pain and the Spider-Man turned his attention to the wound on his side.

"Let me see…"

Spider-Man carefully moved Alistair's hands to see blood. Lots of it. Alistair had been stabbed, and it looked deep.

"It's OK," Spider-Man lied, placing Alistair's hands back on his side, "It's not deep. Just keep putting pressure on it. We'll get help." He moved to lift Smythe and the scientist cried out in pain. Spidey quickly put him down.

"Doc, what do I do? What do you want me to do if…"

Alistair managed to grip Spider-Man's arm and the two stared at each other.

"Osborn… Destroy… Osborn…" the Doc managed to gasp. Then his hand fell and his head lolled to one side. Spider-Man bowed his head.

"Osborn…" Spider-Man stood up and headed for the door. "Osborn…"

**-Osborn Estate-**

Spider-Man knew where Norman lived. He had been there a few times – with Harry of course – usually to help Harry with his homework. Now he was going for a completely different reason.

He flung himself up and over Osborn's balcony. Through the double glass doors, he could see Norman at his desk, working on his laptop. It figures that the guy would take his work home with him.

Spider-Man managed to sneak into Norman's study almost without a sound. As he passed the doorframe, his foot connected with the door, making a slight noise.

Norman swiveled a little in his chair, looking for the source of the noise. When he didn't find it, he turned back to his laptop.

Spider-Man grabbed Norman Osborn's head and pulled him up and over the back of his office chair. He was slammed to the floor and faced with a masked vigilante.

"Alistair Smythe."

"What?"

Spider-Man threw Osborn across his desk, scattering papers and pens. He leapt over the desk, stomping Norman's stomach.

"Ever heard of 'an eye for an eye', Osborn?"

The Spider-Man landed a right cross on the CEO's face. Then another, and another.

"What about 'a life for a life'? Eh?"

Norman was bodily thrown onto his desk. Spider-Man closed his hands around Norman's throat. He began to shout. "What would stop me from killing you, huh? Why shouldn't I kill you like you killed Alistair? Tell me it's fair! Tell me you deserve it!"

"He was working on discontinued projects."

"So you killed him!?"

Norman gasped and gagged, clawing at the Spider-Man's hands. He was turning blue. Finally, Spider-Man realized what he was doing. He released Osborn and took a few steps back. Norman's nose was bleeding heavily and a bruise was forming over his eye.

He heard the sound of a door opening.

"Dad, I'm home. You wouldn't believe…"

Harry Osborn stopped dead in the doorway to his father's study and Spider-Man knew it was exactly what it looked like. The man that had stopped a robbery yesterday had now beaten a very important figure for no discernible reason.

Spider-Man didn't look back as he leapt over the balcony and swung away.

**-Peter's House-**

"Dammit!"

Peter Parker punched his pillow. "Dammit!" he cried. "Dammit to hell!"

He had nearly killed someone. God, he had nearly killed Harry's dad! He needed to control his anger. He couldn't let anything like that happen again. The anger had just snuck up on him out of nowhere.

There was a knock at his door and Uncle Ben poked his head into the room. "Are you OK, kiddo?"

Peter held his head in his hands. "Can I ask you something?" he asked.

"Sure." Uncle Ben sat next to Peter.

"You know how with great power comes great responsibility?"

"Yeah."

"What if… what if you had the power, but it was artificial?"

Uncle Ben shook his head. "It doesn't matter, Pete. Power is power. It's what we choose to do with it that makes us who we are."

Peter looked thoughtful.

"Did that answer your question?"

"Yeah… thanks Uncle Ben."

"Anytime, kiddo." He left.

Peter stood up and looked out his window. He could see the Oscorp building from here, its bright neon sign shining.

With great power…

Peter pulled a suitcase out from under his bed. He opened it and stared at his Spider-Suit.

…Comes great responsibility.

"I promise, Doc… I promise you that you will not have died in vain…"

**We're about a third of the way through this story and we've introduced most of the main characters. I don't really have much to say about this chapter. Please review and let me know what you think. **


	4. Chapter 4

The Spider-Man: Chapter Four

**-Manhattan-**

The Spider-Man swung high above the city streets, flashing past the lit windows of skyscrapers. Saturday night was the best night to 'patrol' as Spider-Man called it. He could do his homework Saturday or Sunday morning and this left the rest of the weekend for Spider-Man.

After nearly murdering Norman Osborn, Peter had realized that his half-hearted comment that he could be a superhero was true. The Spider-Suit was the ultimate crime fighting tool. He could respond to any random crimes he came across or heard about through his police scanner while slowly dismantling Oscorp in any way he could. So far, neither plan had been put into action.

Yet.

As Spider-Man passed over a convenience store, he spotted three youths about his age spray painting on the glass. It wasn't exactly a crime, but it was against the law.

"Hey, fellas," Spider-Man called as he landed on a parked car. "You want to drop the paint?"

The punks spun around, dropping their cans in surprise.

"There you go," Spider-Man encouraged, hopping off the car and taking a few steps toward them. "Now, how about you just walk away…"

One of the youths rushed him, fist flying. The Suit kicked in and the kid's arm was caught mid punch. He was spun in an arc and thrown back at his friends, knocking them all to the floor.

"Do that again and I'll really hurt you," Spider-Man threatened. This time, all three youths ran at him.

Again, Spider-Man's Suit caused him to fight back, countering punches and kicks with grace and ease. When he knocked them down, he webbed them to the ground. One web on each wrist and ankle was enough. The third youth pulled a knife.

Spider-Man sighed. "OK, you know what?" he said, "I'll give you this one." And he stood still, arms wide. The painter ran up and stabbed downward into the Spider-Man's chest.

Spider-Man looked down at the knife hilt protruding from his chest and screamed. He screamed as if he were in his death throes. Then, he abruptly stopped, pulled the clean and bloodless knife from his chest, threw it away and punched the punk in the face. He was unconscious before he hit the ground.

"Wow, who knew that being stabbed could be so much fun?" Spider-Man said to himself, swinging away.

**-Midtown High-**

Mary Jane Watson had felt many emotions in her life. Happiness, excitement, anger…

Today she felt nervous.

Standing next to Peter Parker at the doors to Midtown High, Mary Jane shook with nervousness. Peter put his hand on her shoulder.

"Relax," he told her. "You'll be fine."

She took a long, shuddering breath.

"The way I see it, this can go one of two ways," Peter said, "you rise to popularity quicker than gas bubbles in lemonade…"

Mary Jane smiled.

"Or drop through the social levels like a rock and be an outcast."

Mary Jane frowned. "What I'm looking for is something right in the middle," she said. "So we'll carve the way ourselves." Then she practically barged into the building, suddenly full of confidence. "Hello, Midtown!" she cried, throwing her arms out as if she were onstage. The foyer was bare of students.

"You are so lucky no one saw that," said Peter flatly, following Mary Jane into the building. She blushed and then headed up the corridor.

"OK, just so you know," Peter said, struggling to keep up with Mary Jane's long, proud strides, "Uh, if you want to go anywhere that's not the bottom of the food-chain, hanging out with me is going to ruin your chances."

Mary Jane didn't react.

"And I mean, like, completely destroy the chances like, like a bomb."

Mary Jane stopped and looked at him. "What?"

"You know…" Peter imitated the sound of a dropping bomb, followed by an explosion with appropriate hand gestures. Mary Jane laughed.

Before they could move any further, Harry Osborn appeared, clapping Peter on the shoulder. "Hey, Pete, who's this?" he asked, gesturing to Mary Jane.

Peter made the introductions. "Uh, Harry, this is Mary Jane Watson. She moved in next door and I'm helping her settle in."

"Call me MJ," the redhead grinned, holding her hand for Harry to shake. He took it as if it were made of porcelain and kissed her knuckle. Peter rolled his eyes.

"Anytime you want a tour of the place, just let me know," Harry said. He let go of her hand, and Peter saw her stuff a bit of paper in her pocket. He was almost certain it had what looked like a phone number on it. Cheeky little…

Harry went to talk to another one of his friends and MJ turned to Peter. "I think I'm going to like it here."

**-Oscorp-**

A shadow flitted past the doorway to the security room. A single guard sat in front of the control panel, reading a magazine. He was completely at ease, not expecting an attack at all.

The shadow struck quickly, delivering a swift strike to the back of the head. The guard's head slammed into the desk and he was silent. The shadow slipped out into the hall again and made his way through the facility as if he had lived there his whole life. He ran through the corridors, his footfalls as silent as a wraith. After a few minutes, he reached his objective.

The Research and Development room.

With the dark as his cloak, the man walked slowly to the glass case that contained his prize. The repulsion gauntlets. The glass was easy to break, untempered and brittle. No alarm went off and the shadow slipped on the gloves and turned them on. They glowed a bright blue and lit up the man's face.

Herman Schultz smiled at the silver and blue gloves on his hands. His short brown hair was pushed back and his eyes were covered with dark sunglasses. As he ran back down the halls of Oscorp, he couldn't help but laugh at the lax security system. Not even one alarm, even when he broke the glass. Not one lousy, stinking…

Herman rounded the corner to see five security guards with Tasers aimed at him.

…alarm.

"Don't move a muscle!" one of them yelled. "You so much as blink and I'll shoot!"

Herman smiled, eager for the test run. His arms snapped up and he pushed the triggers of the gauntlets with his thumbs. A bright blue shockwave shot from both hands, rapidly expanding and throwing the rent-a-cops against the walls. They were knocked out and Herman kept walking, firing at any other guards in his way. As he walked away from Oscorp, he laughed.

Everything was going according to plan.

**-Manhattan-**

Friday night for Spider-Man meant patrol. He swung out over the city, let go of his webline and dove towards the city street. When he could almost read the ads on the taxicabs below, he fired another webline, feeling his toes scrape the bitumen before he was sent flying upwards.

As he reached the apex of his swing, the sound of alarm bells reached his ears. Now, what kind of idiot would try to break into a store on a Friday evening? Spider-Man altered his path and headed in the direction of the alarms.

The First National Bank of New York was probably the most broken into bank in New York, the most robbed, or attempted to rob. So it was no surprise that that was where the alarm originated.

The Spider-Man landed outside the bank just in time to see the front doors literally blown off their hinges from the inside. He couldn't get out of the way in time and was thrown back by one of the doors hitting him square in the abdomen. He sprawled in the middle of the street – his Suit preventing any serious damage – as a man in a full tracksuit and sunglasses stepped out, carrying two duffle bags stuffed with cash.

"So, who are you supposed to be?" Spider-Man asked. "The Evil Gym Teacher? Don't you have a football team to coach or something?"

The guy in the tracksuit dropped both duffle bags and cracked his knuckles.

"Oh, good, a fight," the Spider-Man said in a chipper tone. "I was hoping it would pan out like this." He leapt to his feet and took a ready stance.

The tracksuit-clad individual clenched his fists and the silver gloves he was wearing glowed an eerie blue. A whine could be heard, slowly increasing in pitch. "You ever been hit with a stone hard wall of air?" he asked.

"I've inhaled air, if that's what you mean. By the way, those are pretty neat gloves. Where'd you…?"

Shockwave!

Spider-Man had absolutely no warning and was hit with the full force. The shockwave threw him across the street and into the side of a car with so much power that the Spider-Man was sure two wheels left the ground for a moment.

Spider-Man hit the ground on all fours, coughing. Oh, God, his chest! It ached so badly. Good thing his Suit provided some protection, or else he probably would have ended up with a few cracked ribs, maybe one or two broken.

"That's a… that's a pretty neat trick," Spider-Man managed to gasp. "But those gloves are really dangerous. Why don't you take them off before someone gets hurt?"

"I like these gloves," said the robber. "I ain't giving them up."

"Don't say ain't," Spider-Man struggled to regain his footing. "It makes you sound stupid. Oh, wait, never mind."

The man in the tracksuit fired another shockwave, this one from both hands. Spider-Man rolled out of the way just in time. "Wait, I know what to call you!" the Spider-Man said triumphantly. He dodged two, three, four more blast, closing in on the thug. "The Shocker!" Spider-Man leapt in and landed a square jab in the Shocker's face. He wasn't knocked down, however, and blew Spidey back with another blast.

The Spider-Man rolled across the ground and landed in a crouch. Shocker was making a run for it, turning down an alley. He had left the bags of money and Spider-Man took a moment to web them to the bank's windows before giving chase.

The Shocker stumbled slightly over an overturned trash can as he made his way down the alley. He was stopped short when the Spider-Man landed right in front of him. He fired a shockwave again, and Spider-Man leapt up, bracing himself between the two alley walls to avoid it. He flipped over and attempted to stomp down on the Shocker, but he had already ran forward and through to the next street. The Spider-Man ran after him and tackled Shocker to the ground, but was thrown off almost immediately. Civilians were everywhere. Spider-Man cursed under his breath, knowing that lives were at risk. He needed to stop this Shocker guy fast. He dodged another shockwave, cartwheeling to a point where any shockwaves that missed him wouldn't hit any civilians.

The Shocker's blasts became more frequent, and Spider-Man was having a hard time avoiding them. It didn't help his conscience to see that a bunch of civilians were still in the vicinity, taking pictures and videos with their cell phones.

"Get out of here!" he yelled out to them, startling one or two. Shocker turned to the civilians and Spider-Man, acting fast, secured a web to the side of his face. "Hey, didn't your Mom tell you not to turn your back on a superhero? It's rude!" He yanked hard on the web, swinging his free fist at the same time. This time, Shocker was knocked down, and the Spider-Man let off four precise blasts of webbing, tying the villain down.

A policeman barged past him and crouched beside the Shocker. He looked over the villain before turning to the Spider-Man. "Who are you?" he asked.

Spider-Man shook his head. "Not my fault if you miss the newscast, buddy." He fired off a web line and used it to catapult himself to a ledge not far away. He turned back to watch Shocker be arrested.

He didn't count on Shocker playing possum.

The glove wearing villain angled his hands at the ground and blasted. The force was enough to snap the bonds over his wrists. He sat up in an instant and blew the cop away with a single blast. He pulled a penknife from his pocket and started sawing at the webs on his ankles.

Spider-Man leapt off the ledge, swinging down to the Shocker, whooping as he went. Shocker heard this and, without missing a beat, swiveled and hit the hero with a combined blast. Spider-Man hit the asphalt hard and felt the harsh surface hit his back. He was grateful for the Suit he wore that didn't tear on impact. When he was back on his feet, the Shocker was gone. His snapped webs were still attached to the ground and the policeman was just starting to recover from his own shock. But Shocker was nowhere to be seen.

Spider-Man hung his head and rubbed the back of his neck awkwardly. No one he had fought before had gotten away before. Then again, they didn't have gloves that fired compressed air. He stood up and was about to leave when a camera was shoved in his face and the flash went off.

Spider-Man leapt back, shielding his face from the bright light and more that followed. The flashes came and went like a strobe light and the Spider-Man was completely disorientated for a moment before he managed to snatch the camera away. The flashing ceased and once the bright smears on Spider-Man's retinas cleared, he could see a photojournalist glaring at him with narrowed eyes. Spider-Man glared back at him through his yellow lenses for a moment or two before shoving the camera back at him, maybe a bit harder than was necessary. Then he turned and left for home.

The next day, the front page of the _Daily Bugle _bore the headline: _Masked Vigilante Fails to Stop Criminal. _


	5. Chapter 5

The Spider-Man: Chapter Five

**-Midtown High-**

Mary Jane had settled into life at Midtown High amazingly well. She had made a few new friends, including Gwen, and Peter's small group of friends had expanded to four people in total. He was happy for her and knew she would go far in terms of popularity.

He found Harry that sunny Monday morning sitting at a bench reading the _Daily Bugle_. He sat opposite his best friend and saw the Spider-Man glaring back at him from the front page. He had one hand in front of his masked face, trying to shield it from the flash of a photojournalist's camera.

After a moment or two of Peter staring at Spider-Man's face, Harry let the paper fall flat. Peter saw the annoyed look on his face. "You alright?" he asked.

Harry shook his head slightly. "Just… a little ticked off," he said slowly.

"OK," Peter spun the paper around to face him and read the article Harry had been reading. It told of the fight between Spider-Man and the Shocker and of how the latter managed to escape from "the Web-Head".

"Look at this," Peter said to himself in outrage.

"What?" said Harry.

"Look, look at this," Peter skimmed through the article, reading out phrases that caught his attention. "_Menace to society_… _caused great collateral damage_… that's not even true, it was just two doors and a car, it wasn't even my fault…"

"Your fault?" Harry cut in, looking at Peter through narrow eyes.

Peter realized his mistake too late. "I… I – I mean… Not – It wasn't his f-fault."

"How do you know? Were you there?" Harry was asking way too many questions for Peter's liking.

"No," Peter replied hesitantly, "no, I wasn't there."

Harry leant forward on the table between him and his best friend. "Peter," he said in a quiet and serious tone. "Do you know who the Spider-Man is?"

They stared at each other for a long time. Part of Peter's mind wanted him to tell Harry who he was, but another part, the smart part, very strictly disagreed with that idea. Norman Osborn's battered and bruised face was still fresh in his mind, as was the shock on Harry's face when he saw Spider-Man as the guilty party.

Peter blinked.

Harry stood up, leaving Peter at the table. Peter sighed and rested his head on his folded arms. A few moments later, he felt someone sit in the seat Harry had occupied and heard them slap a piece of paper on the tabletop.

"Are you going?"

Peter slowly raised his head out of his arms. Gwen Stacy sat opposite him, looking between him and the paper she had brought. He looked as well.

It was a poster, an event poster detailing the annual school dance. The only reason it was thrown in the middle of the school year was because of the little-to-no budget the school possessed after paying for the new science building and ESU science lecturer Dr. Connors.

Peter picked up the poster and looked over the details. The dance would be held in the gymnasium that Friday. A formal dress code was in place and there would be…

"No adult supervision," Peter read, glancing up at Gwen. She smiled at him. "Seems a little dangerous."

Gwen giggled. "We're supposed to bring dates," she said.

"Uh huh."

Gwen was less than impressed with Peter's lack of enthusiasm. She was silent for a second or two, as was Peter.

"So, listen, I was thinking…"

"Hold that thought." Peter abruptly stood up and walked away. Gwen staggered slightly as she stood to follow him.

"Listen, Pete," she tried again.

"Yeah, I said hold that thought," Peter responded, silencing Gwen with a gesture. She stopped, watching as Peter headed straight for…

"Felicia!"

Felicia Hardy turned from her locker to see Peter walking towards her. She narrowed her eyes at him and he stopped.

"Hello," she said warily.

"Felicia, I wanted to talk to you. About the other day, with Flash…"

"You seriously freaked me out. You freaked out a lot of us."

"I'm sorry." He meant it, too. He _was_ sorry. The Spider-Suit was not something to be taken advantage of. He saw that now. "Is he OK?"

"He's fine," Felicia replied, "a little bruised, but he's OK. He probably won't be taking anyone to the dance," she added in a slightly more chipper tone.

Peter smiled. "Listen, I uh, I wanted to talk to you about the dance, actually."

Felicia raised her eyebrows. "What about it?"

"Uh," A sudden wave of nervousness hit Peter like a wall. He had never asked a girl out before, and it was taking all his self-control not to turn on the spot and run. "I, uh, was just wondering, I mean, if you wanted to, uh," he trailed off nervously.

"What?" Felicia asked.

Peter sighed and shifted his weight from one foot to the other. "I don't know."

A few moments of awkward silence followed. Felicia leaned against her locker and folded her arms.

"I don't know, I mean, we could, we could, uh," Peter said quickly and quietly, fidgeting slightly. "I mean, it's your choice, you know, like, a free country and all that, that was Washington, I think, he uh…"

Gwen was gaping at the sight before her. Peter Parker, trying to ask a girl to the dance.

"What's going on?" Harry asked, appearing at her side.

Gwen gestured to Peter. "Just listen," she said.

Harry watched and listened to Peter stumble through his sentences for a full five seconds before taking one of Gwen's exercise books from her arms, ripping out a page and beginning to write on it.

Peter was still babbling like an idiot. "I mean, if you don't… that's completely fine with me, I mean, other fish in the… you know, and…"

Harry waved to get Felicia's attention. She looked past Peter at Harry, who held up the page he had been writing on. In large letters, it read: _He wants to go to the dance with you!_

It took a split second for Felicia to read the writing. Immediately, her face went from confused to excited.

"Yes," she said, focusing on Peter.

Peter stopped his babble. "What?"

"Yes, I will go to the dance with you," she said more slowly to make sure he understood.

"Really?" Peter squeaked.

"Really," Felicia responded.

"Alright," Peter said, smiling and taking a step back, getting ready to leave, "cool. So, I'll – I'll see you there."

"You will."

"Yeah."

Peter turned and all but skipped back to Harry and Gwen and as he passed, gave Harry a high five.

Harry grinned, turning to Gwen. "Ultimate Wingman," was all he said, and he gave her a thumbs up. She scoffed, rolled her eyes and left.

Gwen went to her locker to get her textbooks for first period. She checked that no one was in sight before opening her locker. There was a large piece of paper tacked to the inside of the door, which Gwen had scribbled over in different colors and styles.

_Mrs. Gwen Parker, Mrs. Gwen Parker, Mrs. Gwen Parker…_

Gwen quickly grabbed the books she needed and closed her locker, heading for class.

Harry had something to do before class, and he sidestepped a group of conversing students before finding the person he was looking for.

"Hi, Harry," MJ smiled at Harry as she shut her own locker.

"Hey, MJ," Harry replied, casually leaning on the locker next to Mary Jane's. "Are you going to the school dance?"

"Um, I don't know," MJ replied. "You know, I barely know anyone here yet, so…"

"What about me?"

MJ blinked. "Yeah, yeah, I'll go with you. Cool."

"Yeah," Harry smiled. "So, I'll pick you up at six-thirty, yeah?"

MJ smiled, "That would be great," she said.

**-Shocker's Hideout-**

It could hardly be called a hideout. A hideout had somewhere to sleep, somewhere to get food. An abandoned warehouse was not a hideout. Herman knew this, he knew this very well, but it was the best he could do when he was on the run like he was.

He had managed to find a few tools and was working on his gauntlets. He was no genius, but he was pretty sure he had found a way to increase the power of his gloves. He was fairly certain he had enough power to blow away a car and he had even created a way to reverse the polarity of the vibro-shockers to allow him to pull objects as well as push. He slipped a glove over his hand and fired it at the wall, the shockwave punching a hole in the plaster. He grinned, putting the glove in his pocket with its counterpart.

His phone rang at that moment and he fished it out of a second pocket and answered it. "Hello?"

"Hey, you."

Herman smiled. "Julie."

"Where have you been?" the female voice on the other line asked. "I haven't seen you in days and you wouldn't answer your phone."

"Sorry, I lost it," Herman lied. "How have you been?"

"Worried sick about you," Julie replied. "I saw the news report about that Spider-Man guy fighting someone that looked a lot like you."

"I don't know what you're talking about." More lies. "Listen, I'll talk to you later, but I have to go now."

He heard Julie sigh on the other end of the line. "Herman, you know I love you, and I just want you to come home."

"I want that, too," Herman replied. "I'll talk later."

"I love you."

"I know."

**-Manhattan-**

The dark streets of Downtown Manhattan were almost completely desolate at this time of night. Herman kept his head down and his hands in his pockets. He made his way further along, not really caring where he went. He ducked down an alleyway.

"You got the time, Mister?"

Herman looked over his shoulder at a slightly younger man in a leather jacket walking towards him. He was obviously spoiling for a fight. Herman decided to humor him.

"As a matter of fact, I do," he said. He pulled his gauntlets out of his pocket and pulled them on. "It's the time when I kick your ass."

The guy in the leather jacket laughed and hit his fists together. "You just made a big mistake, buddy."

Herman smiled smugly before throwing his fist forward in a jab. He was too far away for it to connect, but that didn't stop the shockwave throwing the attacker against the wall.

"Mutant!"

Herman whirled around to see three or four more thugs sprinting down the alley towards him. "Kill the mutant!" they yelled.

Herman fired off another jab-shock, spinning and sweeping his other arm and fired as one would when curving a bullet. He fired a third jab-shock with the same hand and stopped for a breath. Then he attacked again, a whirling mass of electric blue. The thugs didn't stand a chance.

Herman came out the other side of the alley, the bodies of the dead thugs already beginning to attract flies. He casually brushed dirt off his shoulder as he walked.

A piece of paper crumpled loudly as Herman stepped on it. He lifted his foot and picked it up. It was a poster, loud in terms of color and advertising a dance at Midtown High that Friday. Herman thought to himself. Ever since Spider-Man had stopped him from stealing those bags of money, Herman had been thinking of a way to get back at the so-called superhero.

And he had just found it.

What better way to ensure a one-on-one battle with the vigilante than to hold a gymnasium full of schoolchildren hostage? There was no adult supervision either, so it would be a lot easier to get in and round up the kids.

Police would no doubt show up by then and Herman would tell them what he wanted. The Spider-Man.

**No Spider-Man action in this chapter, but things will pick up in the next couple of chapters. I promise.**

**A lot happened in this chapter to set things up for future chapters/stories. Peter and Harry having dates to the dance, Gwen secretly liking Peter, etc etc.**

**I know Shocker is more of a second rate villain, but I upped the ante (and his intelligence) for the story.**

**As always, please review and let me know what you think.**


	6. Chapter 6

The Spider-Man: Chapter Six

**-Peter's House-**

A lot of people would have been fearful at the thought of a sixty-eight year old man standing on a rickety chair to fix a light bulb dangling over the hard tiled floor of a kitchen, but Uncle Ben was not one of those people. Being an electrician for thirty years made Ben able to solve any problems with appliances around the Parker household. So there he was, standing on a dining chair to reach the light bulb. He was lucky Aunt May wasn't there. She would have started chewing him out instantly, with her classic 'How would this affect Peter' lecture. 'What would happen if he fell, if he couldn't be around for Peter anymore', that kind of thing.

Peter was home, though.

He came careening around the corner into the kitchen at a brisk pace, spinning naturally to avoid knocking into the chair his Uncle stood on. "Watch yourself, old timer," he said jokingly, snatching an apple from the fruit bowl on top of the microwave.

"Believe me, I'm nowhere near old," Ben said back in the same manner as Peter. "I can still kick your butt at basketball, so you watch who you call old. Savvy?"

Peter smiled, tossing the apple up and catching it again. "Yeah, I get it."

"Good. Now get up here and help me," Uncle Ben grinned.

Peter put the apple back and then leapt up onto the dining table, unconsciously using the Suit (always hidden under his clothes these days) to his advantage.

Ben looked at him funny. "You been at the gym at all, Peter?"

Peter snorted. "Me? At the gym?" He snorted again. "Never."

"Alright, just hold that there…"

They were able to work for about thirty seconds before Aunt May found them, having come home early from work. She reacted with shock.

"Peter Benjamin Parker!" she cried, making Uncle Ben lose his balance. Peter caught his arm and held him steady. "What in Heaven's name do you think you're doing?"

Peter dropped down from the table with the grace of a cat. "Helping Uncle Ben with the light."

"Ta-da!" Uncle Ben exclaimed as the light flickered on over his head.

Aunt May rolled her eyes. "Just _be careful_," she said. Peter helped Uncle Ben step down off the chair. "The dance is this Friday, are you taking anyone?" she asked as Peter headed back to the living room.

"Uh, yeah," Peter answered, turning at the top of the stairs. "I'm taking Felicia Hardy, a girl from school."

"Oh, I've heard of the Hardy's," Aunt May said conversationally. "They have their own money loan company, you know. The Hardy Foundation."

"Yeah?" Peter grabbed his skateboard, which was leaning against his bedroom doorway. "Listen, I have to go, I'm actually meeting Felicia right now. Going to get to know her better before the dance."

"You mean like a date?" Aunt May asked.

Peter shrugged. "I don't know," he said reflexively. "I'm just meeting her at the skate park a few blocks away."

"Oh, does she know you 'board'?" his Aunt asked, sketching quotation marks around the word.

Peter was slightly taken aback by his Aunt's use of slang. "No, she – I don't think she does. She just, you know, thought it would be cool to meet there."

"OK," she said. "Have fun."

Peter nodded and slipped down the staircase. Once he was out the door and on the sidewalk, he mounted his board at a run and slalomed his way to the skate park. Felicia wasn't there when he arrived and neither was anyone else. He stood still for a few moments before finding an irresistible urge to get back on the board. And he didn't see any reason why not. The Suit increased his agility by ten times and he was sure his boarding skills would be even better.

The skate park was nothing special. It was small, not even ten by ten meters. There was a single ramp, a thin square rail protruding from the ground and a small raised platform. But it was enough. Peter went there all the time, even though he had little to no skill on a wooden board with four wheels attached.

But now…

He took off, approaching the ramp at a great speed. The concrete was smooth and he had no problem reaching the lip. He was able to stand the front of the board on it with the rest hanging over the drop. He stood for a moment before hooking one foot under the board, flipping it backwards and onto his other foot. He experimented, doing a few more flatland moves before dropping back down the ramp and skidding to a stop.

"Nice moves."

Peter jerked, whirling and stumbling off his board. Felicia was standing at the edge of the skate park in casual clothes. Her hands were jammed in her pockets and her bangs hung over her eyes.

"Hi," Peter greeted, kicking the board up and into his arms. "I, uh, didn't see you."

"So I saw," she replied, taking a few steps closer to Peter. "How long have you been riding that thing?" she asked, gesturing to the skateboard.

"Uh…" Peter looked down at the board. It wasn't very pretty. Most of the graphic on the underside had been scraped off and even some of the grip tape had begun to peel. "A year? Maybe two?"

Felicia smiled. "Can you teach me?"

Peter smiled back. "Yeah," he answered, letting the board fall flat with a clatter. He helped Felicia stand on the board and held her hands as she slipped back and forth. He helped her position her feet correctly, one at the end and the other three quarters up. She was able to roll along by herself and laughed joyfully as she was able to kick-turn around to face Peter again.

"That's great," Peter complimented. Felicia beamed.

Peter lined her up for the ramp and explained what would happen next. "You're going to head for the ramp as fast as you can," he said, adjusting her feet slightly. "Now, when you hit it, try not to lean to far forward or back to stay upright, you'll fall straight off. Stay perpendicular to the board and you should be fine."

"OK." Felicia took a deep breath and pushed off the ground with her back foot. She went up and down the ramp fine. But as she rapidly approached Peter, still facing the ramp, he had no option but to catch her as she slammed into him. They both fell back onto the grass, laughing.

**-Midtown High-**

The pounding music threatened to burst Peter's eardrums. The gymnasium was alive with dancing lights and thumping bass lines. Pop music blared from the speakers. Peter nervously smoothed out the sleeves of his suit. It was a simple three piece and had once belonged to Uncle Ben. All around him people were meeting their dates, some being dropped off by parents and some couples arriving in the same car. Peter loitered near the door to the gymnasium, waiting for Felicia.

He didn't have to wait long. She appeared, confidently striding through the door in a periwinkle blue dress that reached her ankles and flowed like the sea. Peter was struck numb for a moment before he regained his wits and offered her his arm, smiling goofily. She smiled back at him and walked through to the main gym with him.

Harry and MJ had already arrived before Peter and both were dancing happily together to an upbeat song. MJ was grinning from ear to ear and looked like she was having the time of her life.

"The new girl looks pleased," Felicia said, gesturing to Mary Jane.

"Yeah," Peter replied, looking over to her as well. "That's Mary Jane Watson. She moved in next door to me."

Felicia nodded, gesturing to Harry. "And that's your friend, Harry?" she asked.

Peter smiled. "Yeah, he and I have been friends for three years now."

"No kidding?"

Harry and Mary Jane didn't notice them. Felicia spotted one of her friends and ran off to talk to her, leaving Peter alone for the moment.

Gwen Stacy wasn't dancing with the rest of the student body. She was hanging out near the refreshments table, sipping something out of a cup. Peter spotted her and made his way over to her.

"Hey," he said, leaning on the table.

She brightened noticeably at his presence. "Hey, yourself."

Peter gestured vaguely toward the dance floor. "You're not dancing?"

Gwen shook her head. "No, I'm waiting for my date, actually."

Peter raised his eyebrows. "Oh?"

Gwen smiled. "Yeah, didn't I tell you? I asked him to take me and he said yes." She twirled the hem of her dress a little and, for the first time in Peter's memory, an awkward silence hung between the two best friends.

Before he could manage to break the silence, a familiar brutish teenager walked up to them, roughly pushing past Peter and offering his hand to Gwen.

"Hey, Flash," Gwen said cheerily, taking his hand and letting him lead her away.

"Parker," Flash acknowledged Peter's presence aside from his push.

"Thompson," Peter replied, keeping with the last name tradition. He headed back to find Felicia.

Unbeknownst to any of the students inside, Herman Schultz stood outside the gymnasium. If everything went to plan, Spider-Man would be lying dead in the middle of the room by the end of the night.

As he stepped through the front doors into the antechamber, a senior student walked up to him. "Uh, sir? Do you have a student I.D.?"

Herman didn't hesitate to throw the student across the room.

Back in the main gym, Peter had found Felicia and was talking to her. The pop song playing over the speakers ended and a much slower one started playing. Peter looked at Felicia.

"Care to dance?" he asked in an exaggerated posh accent.

Felicia laughed. "_This_ is you asking me to dance?"

"Well, I could drag you onto the dance floor but I think this is safer."

Felicia laughed again. Peter smiled at her, the same goofy smile he had smiled when she had arrived, the same goofy smile that she was sure would adorn her dreams that night.

Herman strolled into the main gymnasium, his gloves already glowing and ready to use. The entrance did not go unnoticed and the people closest to Shocker started whispering, and the news spread across the room in seconds. Deciding on a more spectacular entrance, the Shocker fired a shockwave at Peter and Felicia, picking them at random. Peter had already been alerted by the whispering and ducked, pulling Felicia with him and screaming "Down!"

After the shockwave impacted with a dull thud against the wall, the room fell silent. Even the music stopped playing.

"Good evening, ladies and gentlemen," Shocker said in a mockingly sincere voice. Peter was instantly reminded of a scene from _The Dark Knight_ and his fear tripled. He kept a grip on Felicia's arm, determined not to let her out of his grasp or sight.

Herman continued talking. "Now, I know we're all having a good time here, but I would really be grateful if everyone could just stand along the wall and be my hostages."

No one needed telling twice. Everyone ran to the far wall, lining up with their backs pressed to it. Peter and Felicia were at the end of the line, right next to a doorway that led to the change rooms.

Peter's mind buzzed with questions. What did the Shocker want? Surely not having his ass handed to him on a plate by Spider-Man was enough, but now he had to hold schoolchildren hostage? It made Peter's blood boil. But he knew he couldn't get angry. He couldn't have a repeat of that Friday night two weeks ago.

Shocker was watching the teens closely, one glove pointed at them and holding a cell phone to his ear with his other hand. In the complete silence of the gymnasium, everyone could hear what was being said on the other end.

"911, what's your emergency?"

"Hello, my name is the Shocker, and I just wanted to let you know I'm holding roughly one hundred teenagers hostage in the gym of Midtown High." He hung up, smiling maniacally.

Not twenty minutes later, the whole building was surrounded by armed police and SWAT units. George Stacy had been notified that his daughter was in the building and he was on the scene as well, sending the heavily armored troops in.

As two barreled through the doors, one shouting "In and contain!" Shocker rounded on them and fired a shockwave, blowing them back out the door. A second pair burst from a second doorway on the other side of the room in what appeared to be a poorly choreographed pincer move. One managed to fire off a shot that missed Shocker completely before being blown away with his companion.

The attacks stopped after that.

Someone had traced the call Shocker had made back to his cell phone and Captain Stacy made the call.

"OK, you have my attention," the police chief said after Shocker picked up, "now what do you want?"

"First, I'd like to talk about what I used to destroy any attempts made by you to claim me. These gloves I wear now are concussive shockwave gauntlets, and as you no doubt know, they can topple people like dominoes. I have also been able to modify them so that, with a flick of a switch, they will be able to liquefy human flesh while doing almost no damage to valuable real estate."

A murmur ran through the crowd. If he wanted to, Shocker could not only kill them, but destroy them.

"And what do you demand in exchange for the students?" Captain Stacy asked.

"I want the Spider-Man," Shocker stated. "Here, in the flesh, before nine o'clock."

Peter glanced at his watch. It was already ten minutes to eight.

"He has exactly one hour and ten minutes to show his masked face or everyone here dies."

Everyone reacted, whether it was to gasp, scream, or immediately assume the fetal position and start sobbing. Peter was the only one that didn't react. He was in too much shock to think. Shocker wanted Spider-Man and Peter was Spider-Man.

How could Spider-Man show up if Peter was a hostage?

**Dun, dun, DUN! Looks like Parker's in a predicament.**

**The skateboarding scene I took from The Amazing Spider-Man because it makes Peter a lot more average and not a complete social outcast, because he barely has any friends in that movie and it unbalances the whole image of Peter. This Peter in the story has friends, as you can tell from Harry, MJ and Gwen.**

**Felicia shows up again, creating possibilities for a romance and the Shocker comes along to wreck the dance, as a super villain should.**

**Please review and let me know what you think.**


	7. Chapter 7

Chapter Seven

**-Midtown High-**

Felicia had never imagined something like this would ever happen. She wouldn't call herself spoilt or rich, but she wasn't your average teenager. Her dress had cost at least two hundred dollars and all she had to do was bat her eyelashes innocently at her father to get him to pull out his wallet.

Maybe she was spoiled after all.

Her mother was no exception, going on regular shopping sprees and charging it all to her credit card. She never paid in cash. Where did all their money come from? Surely the Hardy Foundation couldn't have been that successful?

The Foundations actions were the definition of simplicity. People came to them for a loan, mostly scientists or people wanting to start a business. And when that person was able to pay them back, they often did with at least fifty percent interest. There was the occasional person that didn't pay them back, but otherwise, the money kept rolling in.

As such, Felicia rarely needed to be in the lower parts of Manhattan. She lived in a high rise penthouse in the city and took three conjoining buses to school in Queens.

So being a hostage at a school dance was completely unexpected.

Peter was doing his best to keep calm. Spider-Man now had fifty minutes to show up. He needed a distraction, something to take Shocker's attention away from the students and allow him to slip away.

Outside, George Stacy was distraught, pacing back and forth by his police cruiser. As an officer passed him, George gripped his shoulder. "Any news on Spider-Man?" he asked.

The officer shook his head. "Nothing. We're doing the best we can, though. We sent emails to all the news programs to broadcast the message. Hopefully he'll see it."

"You didn't tell them about the hostage situation? We can't have a panic."

"No, sir. No one knows except us."

"Good." George leant against the hood of his car and put his head in his hands. "What am I going to do?"

"The only thing you can do," the officer replied. "Wait for the Spider-Man."

Another twenty minutes passed. The hostages were growing restless and anxious. Was Spider-Man going to show up? Did he even care? Or was he on his way now, swinging on his webs as fast as he could?

Peter knew the answer. Spider-Man was being held hostage by a man with lethal tech gloves. Spider-Man was trapped in a school gym. Spider-Man was shaking and hoping for a miracle.

Shocker was beginning to lose patience as well. He was checking his watch every five seconds and pacing from one end of the gym to the other. Mary Jane was watching him scrupulously, reprimanding him with her eyes. On one of his passes down the line, he spotted her.

"What are you looking at?" he demanded.

"Someone with no self-control," MJ retorted sassily. Everyone held their breath.

"We're all just sitting here," she continued. "None of us has anything to do, we're bored."

Shocker snarled, stepping closer. "I'm sorry that being a hostage isn't exciting enough for you." He held his fist against her forehead, his gauntlet ready to fire. "Maybe I can make things more interesting –"

"Leave her alone." Gwen stepped forward, pushing herself between MJ and Shocker. Her brave face deterred Shocker slightly and she kept talking. "You want Spider-Man, right? Well, if you hurt anyone, he's going to come in gunning for you. You know that."

Shocker paused, his glove trained on Gwen. He mulled her words over in his head and lowered the glove, resuming his pacing.

Flash quickly pulled Gwen back to the wall. "What was that?" he asked her.

Gwen smiled at him. "Daddy taught me some negotiation lessons from his police training."

Peter was having a hard time keeping his breathing under control. He was right there, right where he needed to be, but in the wrong outfit. His Spider-Suit was under his suit but he couldn't just change to Spider-Man without revealing his identity. The change rooms were right beside him, but he couldn't slip away with Shocker keeping a constant vigil on the hostages.

Another twenty minutes passed.

Shocker looked at his watch one more time and stepped over to the hostages. "In ten minutes, we will know if your hero ever intends to save you. In preparation for a worst case scenario, kindly face the wall, eyes closed and hands on heads."

A few people murmured, but no one moved.

"Do it!" Shocker growled menacingly.

Everyone turned around and pressed their foreheads to the wall.

"They said you're supposed to find your future in school," Felicia said to herself, "they didn't say anything about dying there!" She realized what she said and blushed. "I can't believe I just said that." She turned her head to Peter. "If we get out of this, I'm going to be so embarrassed."

"Believe me," Peter said, trying to make her feel better, "a lot more have done a lot stupider."

Felicia smiled.

"Look, I might have to try something," he told her quietly, "so, if I'm not here, make sure you –"

Shocker swatted Peter across the back of the head. "Eyes closed, now!" he shouted, turning back to the other end of the line. Peter followed orders for a moment before glancing down the line. Felicia had her eyes shut tight and Shocker had his back to Peter. Silently, Peter slipped into the hallway, shrugging off his jacket and unbuttoning his shirt to reveal the Spider-Suit.

Shocker had moved to the main door and was casually watching the police while keeping the hostages in view. An officer tried to take a pot shot and Shocker retreated back to the gym.

Spider-Man peeked around the corner, assessing the situation with his augmented reality. His vision zoomed in on Shocker. His heartbeat was shown as normal. He wasn't the least bit stressed, thinking he held all the cards. Spider-Man could turn this to his advantage. If he could approach silently, counting on none of the hostages peeking and giving away his position with a gasp or yell, he could take him out in one move.

As Shocker headed even further away, Spider-Man dived into a roll, intending to slip under the indoor bleachers and flank Shocker. However, not only did he stop short of his goal, his hands slapped against the ground loudly. Everyone turned to look at him, including Shocker.

"Can I try that again?" Spider-Man quipped. "I don't think I got the roll right."

Shocker fired a shockwave, forcing Spider-Man under the bleachers.

Shocker fired shockwave after shockwave at the bleachers and Spider-Man scampered from one end to the other, grateful for the fact that he couldn't be seen. When the sounds of firing died down, Shocker's footsteps indicated he was heading for the point Spider-Man disappeared.

Spider-Man slipped out the opposite side of the bleachers and swept around to the other side. Shocker was leaning into the opening, trying to find Spider-Man.

"Sneak attack!" Spider-Man cried as he leapt on Shocker's back, clinging as Shocker attempted to shake him off.

"You're a monster," Spider-Man yelled as he spun on Shocker's back. "You come here, you hold these kids hostage and you threaten to kill them! Do you have any shame? Are you aware of how many families would suffer if I wasn't here?"

Shocker managed to shake Spider-Man off and swung his gauntlets around to face the Wall-Crawler. Spider-Man rolled sideways out of the way.

The hostages were cowering at the wall and Shocker glanced at them and, as if remembering something, said loud enough for the hostages to hear him, "I don't know if you've been told, but these gloves have changed since the last time we fought."

"What's new?" Spider-Man asked in a conversational tone, "New trim, paint job, an ejector seat?"

Shocker smirked. "How about peeling flesh off bones?"

"Well, that could be a little problematic."

"I'm hoping for a lot."

Spider-Man leapt backward as a shot hit the floor where he had been standing a moment earlier, crouching low to the ground. Now that Shocker's gloves were more potent and dangerous, he had to be light on his feet, lighter than he had been a week ago. He skipped across the ground to a point where Shocker was between him and the hostages. The villain's attention was solely on the hero with nothing to distract him.

Spider-Man fired off as many web pellets as he could as quickly as he could. Shocker was unable to protect himself and staggered back under the hail of projectiles. Spider-Man was able to push him back as far as the hostages before realizing that he was putting them in danger. Shocker recovered and reared his arm back to fire a lethal wave.

Felicia was right behind Shocker and caught his arm, slamming her elbow into his exposed flank and spinning, hooking a foot around his ankle and tripping him before moving back to her original position.

Shocker glared up from the floor and raised his arm at Felicia. The shockwave went wide as the Spider-Man attached a webline to the Shocker's wrist and pulled, angling the shockwave to the ceiling and away from Felicia. Spider-Man continued to pull on the webline, dragging the Shocker back. He fired a shockwave and Spider-Man was forced to let go of his webline and jump away to avoid it.

Shocker got to his feet and aimed at the refreshment table. Using his gloves, he was able to pull the table towards him, point it at the hero and throw it at him. Spider-Man leapt up onto the table, ran across it and leapt off, landing in a crouch. Shocker hadn't expected Spider-Man to dodge his attack and was momentarily stunned, allowing the Spider-Man to grab the front of his jacket and slam him into the wall.

Spider-Man landed a fist and a knee in Shocker's gut before he was blown away by a shockwave. As the Spider-Man hit the ground hard, he realized that he was OK. His flesh wasn't peeling and his Suit didn't seem to have suffered any damage.

Shocker had been lying about his gloves.

With no prospect of a skinless death available, Spider-Man waited for Shocker to fire and just before the shockwaves fired, he webbed the gloves, covering the blue emitter. The shockwaves, unable to get past the webbing, had only one way to go. Back.

Shocker cried out as he was hit with his own weapon. His hands fractured under the force, rendering them useless. He fell to his knees and Spider-Man lifted him by the collar.

"School's out," he said, knocking the villain out with a single punch. He crouched over the Shocker's motionless body and ripped the webbing off one of his hands. Ignoring Shocker's mangled fingers, the Spider-Man opened Shocker's hand and frowned at the label on the palm.

Oscorp.

It hit Spider-Man like a ton of bricks. Now that he got a proper look at them, he recognized the repulsion gauntlets he had seen at Oscorp on that fateful field trip.

How Shocker had managed to get his hands on the gauntlets was beyond Spider-Man. Just as he was wondering if his mask could run a forensic trace on Herman Schultz, he felt a hand on his shoulder. Felicia had walked up to him, thinking he was hurt.

"Are you OK? It looked like he hit you pretty hard."

Spider-Man stood up. "I'm fine. Thanks for asking. And for helping out earlier, that was… wow."

Felicia smiled. "Best martial arts lessons Dad's money can buy."

Spider-Man nodded. He took a step back, about to leave. "The police are outside, they'll help out." A thought occurred to him. How was he going to explain Peter disappearing and Spider-Man showing up seconds later? "By the way, you might come across a Peter Parker. I ran into him earlier."

"Oh, what a relief," Felicia's shoulders visibly relaxed. "He disappeared right before you showed up. I was so worried."

"He's fine. If I see him, I'll send him back here."

"Thank you."

"It was nothing."

"No, really… thank you."

And she started to clap. Slowly at first, then she built up speed. Everyone joined in, applauding their savior. Spider-Man saw that, unlike anyone else, Harry was not smiling or cheering. He was applauding, but on his face was the most intense look of dislike he had ever seen.

As police barged into the room to take Shocker into custody, Felicia turned to watch them. A second later, she turned back.

Spider-Man was gone.

A few minutes later, Peter maneuvered through the students leaving the gym, hearing some tell him that Felicia was waiting inside. He found her, her back to him, standing in the middle of the room, arms folded.

"Felicia."

Felicia spun, noticed Peter, and nearly crushed him in a sudden hug. "Oh, my God! Don't ever do that to me again, I was so worried!"

"Felicia, I'm fine!" Peter chuckled. "Perfectly fine."

They broke apart awkwardly. Felicia brushed a strand of hair behind her ear and cleared her throat.

"We never did get that dance," said Peter.

Felicia smiled and let Peter take her hands. "Peter Parker, you do realize that I've been a hostage for the past hour and I'm still a little shaken up." Her tone was light and witty.

As Peter lead Felicia onto the dance floor, a slow song started to play over the speakers. Peter recognized the opening chords to _Hero_ by Enrique Iglesias. Peter looked up to the sound desk and saw Harry plugging his iPhone into the speakers, giving Peter a thumbs up. Felicia smiled at Harry to say thank you and looked back to Peter.

"Shall we?"

Peter grinned as they began to dance slowly. "Felicia?"

"Hmm?"

"Maybe it's because of the hostage situation or maybe it's a natural reaction but, I really like you. I don't know how else to say it, so I'm just going to say it." He took a deep breath. "I want a relationship. With you."

Felicia smiled. "I want that too, Pete."

Peter laughed in relief. He laughed for Felicia's acceptance, for the double meaning in the song that only he understood and the one thing he knew for sure.

This was the start of something beautiful.

**And so, Spider-Man saves the day and gains acceptance from the people. I had a lot of fun with this chapter and I hope you like it.**

**Yes, it's a slightly earlier update than normal, but I'm on holidays now and I have nothing to do, so…**

**I feel the dialogue with Peter and Felicia at the end could be better, but dialogue isn't my strong point in my writing.**

**On the lighter side, we're about two thirds of the way through the story. So please review and let me know what you think. **


	8. Chapter 8

The Spider-Man Chapter Eight

**-Midtown High-**

"…DNA shapes us, it's our genetic make-up, the reason we are who we are. It certifies whether we have blue eyes or brown; straight hair or curly; even if we can roll our tongue or not."

A few laughs were heard in the science room as Dr. Connors spouted facts about genetics and DNA. The only people that laughed were the few people that were listening, including Peter and Gwen.

Dr. Connors was a guest teacher/lecturer from Empire State University, brought in to try to improve the grade point average of some of the school's dimmer students. For people like Gwen and Peter however, it finally felt like they had found a teacher that spoke their speed for once. They were happily engrossed in the lesson and took notes feverishly.

Dr. Connors was a slight man in his early forties with light brown hair in a crew cut. His eyes were hard and calculating, but his most prominent feature was his right arm. It was missing, having being severed at the upper arm. When asked about it, all he said was that it was the result of an industrial accident. This left a lot of room for interpretation, but no one pursued the subject further.

Once the class was over, everyone filed out and headed to their next class.

"Hey, listen," Gwen said, "Since you're in a relationship with Felicia now, she wants to get to know us better."

"OK," Peter replied, unsure where the conversation was going.

"So, Harry had the idea that we all hang out this afternoon, at the ice rink at the Rockefeller Centre. MJ's never skated in her life, but we all think it'll be fun."

Peter grinned. "Yeah, that sounds great."

As they left for their next class, Dr. Connors started cleaning the whiteboard in preparation for his next class and heard the door open.

"Can I help you?" he asked without turning around. It was way too early for his next class to be here. It was either a student that had wandered in or a teacher.

"Dr. Curtis Connors?"

Not recognizing the voice, Connors turned around to face two men in black business suits, one holding a small, black briefcase. "Yes?"

"My name is Dr. Mendel Stromm, I'm one of the leading scientists in the genetics department of Oscorp Industries."

Connors scowled. "I have no interest in whatever it is you have to say, now please leave my classroom, I have a class in two minutes."

"Oh, I think you do, Dr." Stromm replied. He gestured to his counterpart, who held the suitcase. The suitcase was opened and inside was a row of syringes sitting in a foam case, filled to the brim with a bright green liquid. "I assume you know about our genetic cross species division at Oscorp?"

"I've heard of it," Dr. Connors said, lifting a syringe out of its casing and examining it.

"Well, we've recently had a breakthrough in the field. We have found a way to combine lizard DNA with human in such a way that their abilities are able to be used by the human, such as –"

"Cell regeneration," Curt finished, holding the syringe between him and the lights to examine the mixture.

"Precisely. With this formula, we truly believe we will be able to recover what was lost."

Curt looked down at his missing arm. What he would give to have it back…

"What's the catch?" he asked.

"No catch," Stromm answered. "Just sign a waiver that says Oscorp is fully responsible for the results of the experiment, inject one full dose every twenty-four hours and let us know what happens."

Curt was silent for a moment. If he had his arm back, things would be so much different. People wouldn't look at him the way they did on the streets; like he was unequal. His home life would get infinitely easier with the use of both arms. His wife wouldn't have to help him with mundane things like his shirt buttons and tie.

"Fine." Dr. Connors picked up a pen in his only hand and signed his name on the dotted line.

**-Rockefeller Centre-**

The ice rink wasn't as packed as it normally was during the holidays. Around those times, the place was normally congested with people and heavily decorated to suit the holiday, such as the gigantic tree that showed up at Christmastime.

After paying for their skates, the group of teenagers hit the ice.

After asking Mary Jane to the dance, Harry had formed a relationship with the pretty redhead. He led her onto the slippery white surface, holding her hands as she slipped a little. She grinned at him and they started to circle the rink.

Gwen was next and she set off on her own, confident in her ability to skate and didn't seem to care that she was a third – or in this case, fifth – wheel.

Peter helped Felicia onto the ice like a gentleman and she hooked her arm through his as they began to skate.

"You are such a gentleman," she joked, "You have to meet my parents one day. They'd like you."

"One day," Peter complied. "But then you have to meet –"

Peter stopped himself. He had almost said _mine_, as in his parents. But he didn't exactly have parents, did he?

Felicia noticed his stall. "Are you OK?"

Peter nodded. "My aunt and uncle – you'll have to meet my aunt and uncle one day as well."

Harry was having a hard time keeping Mary Jane upright. She was giggling like a schoolgirl as her feet repeatedly flew out from under her.

"Careful," Harry warned as he caught her for the umpteenth time. "Don't want to fall, do you?"

MJ laughed. "Harry, relax, I'm not going to crack my head open or anything."

Felicia had gone off on her own and Peter found his gaze drawn to MJ. For a moment, and only a moment, he found himself unable to look away.

He must have been watching for a second too long, because Gwen glided up beside him, fully aware of what he was looking at. "They're pretty cute together, huh?"

"I wasn't staring," Peter said reflexively.

"I didn't say you were," Gwen replied, smiling knowingly. "But if you were, it would be highly inappropriate, seeing as you're with Felicia."

"Yes, exactly," Peter agreed, speaking as if he was reassuring himself. "I'm with Felicia, and we're both happy, and I couldn't ask for more and that's that."

Gwen's eyes widened slightly at what appeared to be craziness on Peter's part. "OK, fine," she said, sailing away.

Mary Jane had managed to give Harry the slip by heading for the ladies room. However, as she slipped and stumbled her way towards the edge of the ice, Peter noticed two people skating around the edge of the rink at high speed, one going clockwise, and the other rebelling against the rules by going counter-clockwise. They looked like they were about to crash into each other.

And Mary Jane was right in their path.

Without wasting any time, Peter moved, skating as fast as he could, hugging the wall surrounding the ice rink. As he flashed past Felicia, he heard her exclaim "Peter, what -?" but Peter kept going, pumping his arms and legs to get to maximum speed. As he closed in on Mary Jane's position, he overtook one of the people about to collide with her and kicked off the wall, launching himself forward and diagonal, catching Mary Jane around the waist and pulling her back with him.

He hit the ice on his back, both of them sliding backwards, his momentum carrying them across the rink and into the wall. Peter took the brunt of the blow, cushioning the impact for MJ.

She gasped in shock as the wind was knocked out of her. She didn't know which way was up for a minute. All she was aware of was being on the receiving end of a tackle and then she was on the other side of the ice with Peter.

The group decided to leave then.

Harry walked at the head of the group, one arm around Mary Jane's shoulders. Felicia was directly behind the duo, offering MJ comfort. Gwen and Peter trailed a few meters behind.

"You must be feeling pretty proud of yourself," Gwen said to Peter, "I mean, you did save her life."

"Her life?" Peter said incredulously. "Good thing someone's being a drama queen about this."

"OK, maybe not her life, but you did save her."

"Yeah, I guess."

They walked for a moment in silence.

"And you were staring at her."

"What?"

Gwen turned to Peter. "MJ. I saw you staring at her, Pete."

Peter rolled his eye in annoyance. "I glanced at her, Gwen."

Gwen scoffed. "Peter, I know a glance, that was not a glance. If I didn't know any better, I'd say you had a crush on her."

Peter spluttered in outrage. "I do _not _have a crush on MJ!"

"Suit yourself," Gwen caught up to Harry, Felicia and MJ, a knowing smirk on her face.

"What does she know?" Peter said to himself. "I don't like MJ, I mean; I do but, not like that. She's just a friend, and Harry's with her, and I'm with Felicia."

He turned and, realizing Felicia wasn't standing next to him, spun in a circle to find her. He sped up to catch the group.

**I'm late!**

**I can't believe I forgot to upload another chapter last night. Normally I'm so punctual with this kind of thing. Anyways, I hope you like this chapter.**

**The part where Peter saves MJ shows that being the Spider-Man has started to affect his civilian life. He's starting to think like a superhero.**

**Anyways, please review and let me know what you think.**


	9. Chapter 9

The Spider-Man Chapter Nine

**-Midtown High-**

Connors stayed back after school. He didn't need to, but he didn't feel like going home. The suitcase full of syringes sat open on his desk. He regarded the bright green solution with contempt. It seemed too good to be true. And if something seemed too good to be true, it normally was.

Dr. Connors had never liked Oscorp. Never liked the work it did. He said that they always went about it the wrong way. If he had been working there, he would have made sure it was done properly, whatever it was they were working on.

Then again…

Maybe the solution did work; maybe his arm would grow back. Maybe he would be able to write, play computer games with his son, chop vegetables, and do everything that two hands were required to do.

He took one of the syringes out of the case and looked it over. The solution looked like distilled water, with a light green tint. Green like a lizard.

Fingers trembling slightly, Curt positioned the syringe at his right upper arm. The needle pierced his skin through his sleeve and he injected the solution, wincing as it entered his bloodstream. He placed the now empty syringe back in its place and closed the lid. And he waited.

And waited.

Five minutes went by. Then ten. Then fifteen.

Just as Curt stood up to gather his papers in preparation for the trip home, pain suddenly hit his shoulder. He slumped against his desk, a cold sweat breaking on his forehead. The pain spread, if that was even possible, from his shoulder to his _everywhere_ and became a searing heat. He was painfully aware of his right arm's absence.

Then, amazingly, inexplicably, the pain seemed to spread very slowly down his right arm, even though he didn't _have _a right arm. It was as if the limb was slowly forming, but Curt had his eyes tight shut and couldn't see past the agony. First the upper arm, then the elbow, forearm, the wrist. The hand was next, and Connors was aware of every detail. The palm, the knuckles, the three finger sections and the fingernails.

Then it all ended. For a moment, Connors did nothing but grit his teeth and grind his forehead against the desk as the pain subsided. When it finally disappeared altogether, he lifted his head and glanced at the space where his right arm should be.

And found it filled with an arm.

He ran his fingers over his right shoulder and down, feeling the muscles of his upper arm, the soft flesh on the inside of his elbow and the joints of his wrist. He gasped in surprise as the sensitive nerves in his new limb picked up the tingle of his fingertips.

His arm was back! His missing arm was back!

Euphoria washed over Curt as he continued to feel his regrown arm. Everything seemed infinitely better now his arm was back. He tested its dexterity by picking up a pen and writing his name in a corner of a page in his notebook. He could write!

Everything was going to be OK.

**-Connor's Household-**

The night fell quickly, and Curt sat through dinner that night with his new arm hidden in his shirt. His wife, Martha, and son, Billy, were none the wiser to the new limb that had regrown due to Oscorp's invention. He suddenly found himself with a ravenous appetite and wolfed down the crumbed chicken and vegetables.

"You're hungry," Martha noted with a smile.

Curt nodded, shoveling more food into his mouth.

"But you've hardly said three words all night," she added. "Is something wrong?"

Curt shook his head. "I'm fine, dear."

Martha nodded and went back to her chicken.

The rest of the evening was uneventful and Curt went to bed that night with his mind abuzz with questions about Oscorp's trustworthiness and the disclaimer form in his desk at the school.

**-Midtown High-**

By the time second period ended the next day, Dr. Connors was starting to feel sick.

As the students filed out of the classroom, Curt swiped at the sweat on his forehead with the back of his hand. It did nothing to stop the flow. He sighed and sat in his desk chair, feeling spent and exhausted. His right arm was starting to ache. He tried to massage the pain away and was extremely shocked when a hunk of skin came off in his hand.

Scrabbling at his arm, Connors peeled more skin off his new arm, revealing a shriveled and dying appendage.

"Oh, no." Curt panicked, flinging his good arm out and scattering papers off his desk and on to the floor. What was happening? The serum wasn't working. He knew Oscorp couldn't be trusted. He had to do something before his arm dropped off.

Curt fumbled for the case holding the serum under his desk and quickly took out another syringe and jammed it into his arm, emptying another dose into his system.

The effect was instantaneous this time. The white-hot pain overtook him and he fell to the floor, cradling his right arm. He felt it grow back, and then something else happened. His arm seemed thicker than normal, increasing its muscle mass. He felt his skin grow coarse and rough. If he didn't know better, he would have thought he was growing scales.

The scaly feeling seemed to spread all over his body. The sunlight coming through the window started to hurt his eyes and he closed the blinds, plunging the room into semi-darkness.

Gwen Stacy rounded the corner, on her way to Connor's science class. As she entered the room, she immediately noticed the state of darkness. Curious, she peered around, waiting for her eyes to adjust to the gloom.

"Dr. Connors?" she called. "Dr. Connors?" There was no answer. Gwen was starting to lose her nerve and headed for the door.

"Miss Stacy," a harsh voice called softly. Gwen stopped and looked back over her shoulder.

Connors was sitting in his office chair with his back to her, and staring at the wall. A lab coat was wrapped around him and his head was bowed. Gwen couldn't see him from her position.

"Are you all right, sir?" Gwen asked, taking a step closer to Connors.

"Stay back," the teacher warned, holding up his right hand to signal her.

Gwen immediately caught on. "Sir! Your arm!"

Connors dropped his arm and during the split second of silence that followed, Gwen could almost hear him mentally scolding himself.

"Sir," Gwen tried again, "are you sure you're all right?"

"Yes. Please go."

Peter chose that moment to burst through the door. "Gwen, what are you doing here so early?" He glanced at Dr. Connors' chair and immediately noticed his arm. "Sir?"

"Leave, Parker!" Connors growled aggressively.

Peter narrowed his eyes. "Is everything all right?"

Connors sighed and slowly stood up from his chair. It was pointless to try and hide it. And if he showed people the problem, maybe they could fix him.

As Curt turned to face the two teenagers, Gwen opened her mouth to scream and Peter quickly put his hand over her mouth.

Curt's skin was no longer skin. Every square inch was covered in green scales and his eyes were an eerie yellow. On closer inspection, Peter was shocked to discover that his irises were slits, like a cat's. Connors face remained flat, but it was still difficult to recognize the man.

"What happened to you, Connors?" Peter asked quietly, releasing Gwen, who remained silent.

Connors grunted and gestured to the case with the serum in it. Peter slowly approached it, leaving Gwen rooted to the floor in shock and keeping a wary eye on his teacher. He found the serum inside and noticed the company name printed on the side of the syringes.

"What have you been doing to yourself, Doc?"

"Regeneration serum," Connors answered gruffly, sitting back down. "Made using the DNA of reptiles. Cell regeneration."

"Doc, this is serious, you –"

"You need help," Gwen said, recovering enough to speak, but apparently not to move as she was still by the door. "You need professional help, Sir. A doctor or something."

"It's too late now, Miss Stacy." Connors had his back to them again, a silent signal that he didn't want to talk anymore. "No one can help me now."

Peter knew that was wrong. There was someone who could help. Someone in a red and blue outfit with a habit of crawling up walls.

**I'm back with the penultimate chapter. Obviously we're close to a final showdown, and I'm sure we're all hoping our favourite web-head will come through.**

**I'm not very proud of this chapter to be honest. I feel like it could be a lot better, but I was rushing slightly when I wrote it. I should make up for it next week.**

**With the final chapter being uploaded next week, the only thing left to say is Happy New Year for later.**

**Review and let me know what you think.**


	10. Chapter 10

The Spider-Man Chapter Ten

**-Manhattan-**

Connors made Peter and Gwen swear not to tell anyone about him and cancelled his classes. He told them not to bother him again until he resumed them. After school ended and Peter walked Felicia home, he ducked into an alley, intending to suit up; head back to Midtown High and confront Connors. Before he could do anything, his phone rang.

"Hello?"

"Peter? It's Gwen."

Peter sighed. "Gwen, I really can't talk right now."

"I know but, you're the only other person who knows."

Peter leaned against the alley wall, accepting the fact that he wasn't getting out of the conversation. "This is about Connors, isn't it?"

"What else would it be about? Peter, we need to tell someone, the cops, my dad…"

"Hey," Peter cut her off, "you don't tell anyone, OK? Especially your dad. Do you understand me?"

"OK, fine, but this is really serious, Peter! Connors has turned himself into a human lizard hybrid!"

"Gwen, calm down," Peter pleaded, "don't panic. Everything's going to be fine."

"How?"

"Look," Peter took a deep breath, throwing caution to the winds, "Spider-Man is on his way."

"What?!" Gwen exclaimed, "How does he know?"

"I met him that night when the dance was hijacked. He told me how to contact him again."

"How?"

Peter paused for a moment, thinking of an acceptable answer as he held the phone between his ear and shoulder, pulling on his Spider-Suit gloves. "I'm going to have to keep that a secret. For his protection, you know?"

"OK,"

"OK, I have to go."

He hung up, pulling his mask over his head and scaling the wall. Felicia's apartment was right in the middle of Manhattan and it would take roughly fifteen minutes to get back to school.

He had to hurry before he missed Connors.

**-Midtown High-**

Spider-Man was pleased to find the window of Connor's classroom wide open. He vaulted through, landing in a crouch.

"Dr. Connors!" he called, standing up. "Are you here?"

No answer.

Spider-Man scanned the room with his mask. The scent of a lizard hung in the air, but no life-forms were present. Spider-Man decided to search the room for any indication of where Connors could have gone. Not home, it would have been way too dangerous.

Spider-Man stepped behind Connors' desk and started to sift through the clutter of items in his drawers. In the bottom drawer he found an official looking paper. Looking over it, he found that it was a waiver. Then he saw the Oscorp logo in the top right corner.

"Oscorp sent Connors a waiver?" Spider-Man muttered, reading it from top to bottom. "Oh, my God."

The waiver said that Oscorp was one hundred percent responsible for the effects of the regeneration serum that Connors was in possession of. And at the bottom, clear for all to see, was Dr. Connors' and Norman Osborn's signatures.

This was perfect! The waiver guaranteed that the serum's adverse effects on Connors were the company's fault. This was exactly what he needed to shut Oscorp down and avenge Smythe's death.

But where was Connors?

If the serums effects were Oscorp's fault and said effects were transforming a normally mild mannered ESU lecturer/teacher into a hybrid of lizard and human, where was he likely to go?

Then it hit him.

If Oscorp was responsible…

"He's going to Oscorp!" Spider-Man leapt out the window, heading for Oscorp.

**-Oscorp-**

Norman Osborn's spacious office had a wonderful view of the New York skyline. After watching an airliner pass over the city, Norman turned away from the ceiling to floor window and poured himself a glass of scotch at his desk. He downed it in one go and sighed. There had been no call from Connors about his regeneration serum. A pity, really.

Norman started and spun around as the sound of shattering glass filled the room. Standing by the now broken window was a seven foot tall humanoid figure that looked anything but human. Its skin was green and scaly, its eyes were yellow and it wore a torn lab coat and pants.

"Osborn," it growled, stalking forward on two legs, a gigantic tail swaying behind it.

Norman retreated around the back of his desk in fear. The reptile behemoth stopped on the opposite side, picked up the bottle of scotch and drank the whole thing, tipping its head back. Then its head snapped forward and it roared at Osborn.

Norman cried out in fear, certain that this was the end.

A red and blue blur tackled the lizard from behind, pulling him over the desk while Norman rolled under it.

The creature and the blur hit the floor, the creature on top with its claws around the blurs throat. Norman got a good look and saw that his savior was none other than the Spider-Man.

"You!" Norman gasped.

Spider-Man's head rolled to face Norman. "Osborn…" he gasped, "run."

"What?"

"Run!" Spider-Man shouted, getting his feet between him and the lizard. "Run!" He shoved with all his might, pushing the lizard back and off. Spider-Man leapt to his feet. Norman noticed a scrunched up piece of paper in his hand.

Spider-Man offered the paper hesitantly to the seven foot monster. "Connors, if you can hear me, you need to calm down!"

"Connors?" Norman cried, still under his desk. "That _thing _is Connors?"

Spider-Man ignored him, still holding out the paper. "This is your solution, Connors," he said. "This can fix everything. You have to trust –"

Connors swiped the paper from Spider-Man's hand, tearing it up with his claws.

"Well, if you're going to be like that then I'll resort to Plan B." He darted forward, ducking under a swipe of Connors' tail and countering with an uppercut. Connors spun with the blow and knocked Spider-Man to the side and over Osborn's desk.

Connors turned his attention to Osborn for a moment, and that was all that was needed for Spider-Man to vault onto the desk and launch himself at Connors. They both hit the floor and stood up. Connors turned to Osborn again, determined in his mission. Spider-Man latched onto his tail.

"Tails?" he asked. "You lose!"

But before Spider-Man could do anything else, Connors swung his tail, taking the hero with him and slamming him straight into the wall.

Spider-Man cried out in pain, releasing Connors and falling to all fours. He fired a webline at Connors ankle. The lizard creature growled, grabbing the web and reeling the vigilante in.

"Not good, not good, not – argh!"

Connors gripped the Spider-Man's head in one oversized hand, digging the tips of his claws into the mask. The material was tough and didn't give. Unsatisfied, Connors dragged Spider-Man across the office floor and slammed him against the wall. The Spider-Man winced as the plaster cracked under the impact.

Connors applied more pressure, attempting to crush Spider-Man's head and push him through the wall at the same time. Spider-Man gripped the claws and attempted to pry them off his head to no avail.

"This isn't you, Connors!" Spider-Man shouted. "Stop this before you do something you'll regret!"

Connors pulled back with the idea of smashing Spider-Man's face into the wall. Noticing an opening, Spider-Man ducked, managing to wrench his head out of Connors' grip. The claw came down, leaving giant scratch marks on the wall.

Still crouching, Spider-Man spun on his haunches and launched a solid blow directly into the lizard's soft underbelly. Connors staggered back, stunned and winded. Not missing the opportunity, Spider-Man landed a quick series of strikes; a jab to the nose, a knee to the gut and a spinning kick to the side of the head. Connors fell, unconscious before he hit the ground.

Silence filled the room as Norman Osborn slowly crawled out from under his desk. "Is he…?"

"No," Spider-Man shook his head. "Just unconscious."

Norman groaned, rolling his shoulder and standing up. "I feel I should thank you, but I still remember the last time we met."

Spider-Man turned back to Osborn. "I haven't given that up. The only reason you're not lizard food is that it wouldn't solve anything. It won't bring Alistair back."

"Don't think I don't recognize my own exo-suit, Spider-Man."

"Don't think _I _didn't notice _your_ repulsion gauntlets holding a school hostage," Spider-Man retorted.

Norman straightened his dress jacket nervously. They stared each other down for a moment before the door to the office burst open. Three men in full armour surrounded Connors, pointing assault rifles at him. Spider-Man noticed the acronym S.H.I.E.L.D. on their backs.

A fourth man stepped through the doorway, this one of African-American descent. An eye patch covered his right eye and he was completely bald. "Put him in the strongest cell we have," he ordered the men around Connors. "Quickly, before he wakes up."

"What the – Who are you? How'd you get here so quick?" Spider-Man demanded.

"Son, we are the Strategic Homeland Intervention, Enforcement and Logistics Division. It's our business to keep track of any and all threats to New York. We followed your green friend here."

"My _green friend_ is a respected ESU lecturer," Spider-Man stated, stepping closer to the man. "So you find a way to cure him, OK?"

"Son, do you know whose grill you're getting up in?"

"Mr. Uncooperative?"

"Let me tell you something, _kid_. Nick Fury does not like being talked to like he is inferior."

The two were now nose to nose.

"Take care of him," Spider-Man growled, turning to leave.

"You've got attitude, kid," he heard Fury say. "Want to be part of a team I'm putting together?"

Spider-Man stopped and turned back. A team? Spider-Man hadn't needed backup in his short superhero career, but who was to say his luck might run out one day. They could come in handy. But no, he had a responsibility to take down Oscorp, not be sitting around with a bunch of other superheroes.

"Thanks, but no thanks," Spider-Man replied, turning back to the window. "This spider swings solo."

As he swung away, Peter wondered if a team would benefit him at all. But in the end, he didn't think of himself as a superhero. All he wanted was to avenge Smythe's death. And the only way he could do that was to shut down Oscorp. He had the repulsion gauntlets, but he needed more if he wanted to convince the police.

In the end, only one thing was certain.

Peter was the Spider-Man.

The End

**And it's all over. I just **_**had **_**to put in a Nick Fury scene. It bugged me that Spider-Man wasn't in The Avengers, and I think this scene sort of explains why, even though this isn't quite the movie-verse.**

**On the other hand, a lot of plot points in this are unresolved and left wide open, so you can expect a sequel, but it may be a long time before it appears. I can confirm that it is all about the Black Suit and Venom, so it will be a much darker story.**

**I've also noticed a pretty big mistake in this story. Remember way back to the first chapter? That first scene with Walter Hardy? Do me a favour. Completely forget that scene. It wasn't meant to be there and I've only just noticed it.**

**Until next time. **


End file.
